Bylaws
of
Dark Patterns Digital, LCA

Dark Patterns Digital, LCA (the “Cooperative”) is a limited cooperative association organized under the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58. The Cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative’s members, and in accordance with the purposes stated in the Articles of Organization of the Cooperative (the “Articles”).

WHEREAS, the Cooperative adopts and subscribes to the seven International Cooperative Alliance cooperative principles:

Voluntary and Open Membership.
Democratic Member Control.
Members’ Economic Participation.
Autonomy and Independence.
Education, Training and Information.
Cooperation among Cooperatives.
Concern for Community.

WHEREAS, the Articles, as amended from time to time, are hereby incorporated by reference into these Bylaws.

Membership

Classes of Members. The Cooperative shall have one class of Members. No other classes of Members shall be created unless approved by then-existing classes of Members, according to the Articles and these Bylaws.
Reference to “Member”. Any reference to “Member” or “Membership” in these Bylaws shall mean worker members, or worker-membership, as applicable.
Becoming a Member. To become a Member of this Cooperative, a person must:
1. Be a resident of the United States of America;
2. Be a worker in the Cooperative, which is a natural person who contributes labor or services to the Cooperative or a business entity whose majority owner contributes labor or services to the Cooperative;
3. Work for the Cooperative for a “Candidacy Period”, as described in Section 1.4;
4. Be approved by the existing Members, by means of the process described in Section 1.4 and Section 1.5;
5. Purchase a membership unit for $100 (“Membership Unit”). A Membership Unit shall represent a Member’s interest in the Cooperative and shall include the right to participate as a worker in the Cooperative, financial rights and the right to vote as provided in these Bylaws;
6. Receive a copy of the Cooperative’s Articles and Bylaws;
7. Agree to undertake such patronage responsibilities, which may be prescribed by these Bylaws, by their membership agreement (“Member Agreement”), by policies promulgated from time to time by the Board of Directors, or by other member agreements executed in the ordinary course of business;
8. Agree to participate in Cooperative governance functions and responsibilities, as required by these Bylaws and the Board of Directors;
9. Agree to at all times maintain good standing as an Member;
10. Meet such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors; and
11. Agree to at all times abide by the Articles, these Bylaws, the Member Agreement, and any rules and policies as may be established and adopted from time to time by the Members or the Board of Directors.
Candidacy Period.
1. Persons seeking Membership in the Cooperative must complete a candidacy period of at least three (3) months (“Candidacy Period”) which may be extended by the Board of Directors. Candidates must be working for the Cooperative at least eight (8) hours per week during the Candidacy Period.
2. An individual candidate’s Candidacy Period must last no longer than twelve (12) months.
3. A person’s Candidacy Period begins immediately upon submitting a Membership Application to the President or Secretary.
4. Within 30 days after receipt of the Membership Application, the President or Secretary shall cause notice to be given to the Members entitled to vote that the person is a prospective Member of the Cooperative (a “Prospective Member”).
Acceptance of Members. The application review and approval process for a Prospective Member is as follows:
1. The Board of Directors or an empowered hiring committee shall receive the membership application from a Prospective Member and shall submit it to the Members for approval.
2. The Members shall then decide by the decision-making process described in Section 6.1 whether to approve the application.
3. The Members shall vote to elect the new Member to the Cooperative and to the Board of Directors for the remainder of the then-current term, if applicable.
4. Upon approval of the application, election of the Member to the Board if applicable, executing a Membership Agreement, and meeting the qualifications listed in Section 1.3, the applicant shall immediately become a Member of the Cooperative.
5. The Cooperative may waive the Candidacy Period by a 75% vote of all the Members.
Transfer of Membership Unit. No Membership Unit in the Cooperative shall be transferred to any person by the original holder thereof except to a spouse for holding in co-tenancy, to a business entity controlled by such holder, to the Cooperative upon the redemption or acquisition thereof by the Cooperative, or to a person entitled thereto by operation of law, provided that if the transferee is not qualified to be a Member of the Cooperative, the transferee’s interest shall be limited to a financial interest only until the Membership Unit is redeemed by the Cooperative.
Consent to Tax Treatment. Each individual or entity which becomes a Member of this Cooperative shall by such act alone agree to take into account on the Member’s income tax return any Patronage Dividends which are made in qualified written notices of allocation at their stated dollar amounts in the manner provided in Section 1385(a) of the Internal Revenue Code of 1986, as amended (the “Code”) in the taxable year in which the Member receives the qualified written notices of allocation. Each Member shall be solely responsible for any tax liability incurred as a result of Patronage with the Cooperative, as defined in Section 9.2.8. Each Member shall indemnify and forever hold harmless the Cooperative from any claims of any kind arising out of their Patronage or their Membership of the Cooperative.
Record of Members. A record of the Members and their full names, addresses, and, if required for tax reporting purposes, social security or tax identification numbers, shall be kept by the Cooperative. Each Member shall notify the Secretary immediately of any change in the Member’s name, address, social security number, or tax identification number.
Membership Interests in the Cooperative. The Cooperative shall not be required to issue any certificates representing memberships, units, capital stock or other investments in the Cooperative. If certificates are issued, the restrictions on transfer of stock or membership must be printed upon every certificate of stock or certificate of membership subject to the restrictions. Certificates shall also include the terms and conditions of redemption, if any.

Termination of Membership

Resignation of a Member.
1. Every Member has the right to resign from the Cooperative as a Member at any time.
2. When a Member resigns from the Cooperative his or her Membership will be terminated, subject to the terms and conditions of this ARTICLE II;
3. To resign from the Cooperative, a Member must provide the Secretary of the Cooperative with a written notice of resignation. The resignation shall become effective immediately without any action on the part of the Cooperative.
4. If a Member resigns, he or she is still responsible for any charges, dues, or other obligations that the Member owes to the Cooperative as of the date of their resignation. The Cooperative shall have the right to enforce any such obligation or obtain damages for its breach.
5. Unless a Member has withdrawn because such 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, such Member shall be eligible to reapply for membership in the Cooperative at any time following the effective date of such withdrawal.
Death of a Member. A Membership shall immediately terminate upon the death of a Member.
Expulsion of a Member. No Member may be expelled, suspended, or terminated except according to procedures satisfying the requirements of this section:
1. A Member may, for any lawful reason, be expelled from the Cooperative by a vote pursuant to Section 6.1 of the Members at a duly called meeting at which a quorum is present.
2. The Member must be given fifteen (15) days’ prior notice of the expulsion, suspension, or termination, and the reasons for that expulsion, suspension, or termination.
3. The Member shall have an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of expulsion, suspension, or termination, by a person or body authorized by the Board of Directors to decide that the proposed expulsion, termination, or suspension not take place, and if no such person or body is authorized, then by the Board of Directors.
4. Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the Member shown on the Cooperative’s records.
5. A Member who is expelled or suspended shall be liable for any charges, dues, or other obligations incurred before the expulsion, suspension, or termination.
6. The Cooperative may direct a Member whose expulsion is being considered to refrain from conducting business as a Member until the expulsion decision is finalized. The Cooperative may also direct a Member whose expulsion is being considered to stay away from the Cooperative’s places of business except as necessary to exercise her or his rights under law.
7. Notwithstanding the forgoing requirements for notice and a right to a hearing, a Member may be terminated immediately without notice or hearing if the Board reasonably determines the Member has committed a crime against the Cooperative, including but not limited to fraud, theft, or embezzlement of the Cooperative’s property.
Rights and Interest on Withdrawal or Termination. On the date at which a Member’s written notice of intent to withdraw becomes effective or upon the termination of their Membership in the Cooperative by the Board of Directors, all rights and interests of the Member in the Cooperative shall cease and the Members shall be entitled only to payment for the value of the Member’s property rights and interest in the Cooperative, as defined in this Section 2.4, which shall be equitably and conclusively appraised by the Board of Directors. The property rights and interest of a Member are defined to mean the amount paid by the Member for Membership Units acquired as a condition for Membership in the Cooperative.

Within one (1) year after the effective date of the Member’s withdrawal or termination, the Cooperative shall pay to the Member the price paid by the Member for the Member’s Membership Unit.
Payment of Equity Capital. Subsequent to the effective date of a Member’s withdrawal or termination of Membership in the Cooperative, the Member shall also be entitled to the repayment of, in addition to his property rights and interest in the Cooperative defined above, the Member’s Member Account in accordance with the terms and conditions of Section 9.7, as and when such Member Account becomes payable to other Members in the Cooperative. Any interest bearing certificates of indebtedness issued by the Cooperative to a Member pursuant to the provisions of Section 9.7, shall effect a complete and total release of the obligations of the Cooperative to the Member with respect to equity.

Member Meetings

Member Meetings. Member Meetings of the Cooperative in accordance with this ARTICLE III 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 Members can effectively communicate, following the notice procedures prescribed in these Bylaws.
Voting.
1. Each Member shall have one vote on each matter submitted for a vote.
2. If any vote requires that Members cast a written ballot, only Members that have been Members of the Cooperative for more than 10 days prior to the meeting date are entitled to cast ballots.
3. Cumulative voting shall not be permitted for any purpose.
4. Voting by proxy is permitted at all meetings, provided the proxy authorization is memorialized in writing, signed by both Members. For purposes of this section, all duly prepared and delivered powers of attorney shall be considered to be proxies.
5. Unless otherwise specified, all votes shall be conducted using the processes in ARTICLE VI.
Annual Members Meeting. A regular Member Meeting of all Members shall be held annually within 120 days after the close of the fiscal year on a date and at such time and place in the area served by the Cooperative as may be determined by the Board of Directors and specified in the proper notice of the meeting. At all regular meetings of Members, all lawful business may be brought before the meeting regardless of whether stated in the notice of the meeting; except that amendments to the Articles or these Bylaws or other action required to be stated in the notice of the meeting shall not be subject to action unless notice thereof is stated in the notice of the meeting. The Board of Directors shall prepare and post the Membership List (as hereinafter defined) during a regular annual membership meeting.
Special Member Meetings.
1. Special meetings of the Members for any lawful purpose may be called by the Board, President, Secretary, or by at least 5% of the Members. However, if there are more than four Members, a special meeting may only be called by the greater of: three Members; or 5% of the Members. If there are fewer than four Members, special meetings may be called by one Member.
2. The procedure for calling a special Members meeting shall be as follows:
  1. The person(s) requesting the special meeting shall submit a written request to the Cooperative addressed to the attention of the President or Secretary;
  2. Within 20 days after receipt, the President or Secretary shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Board not less than 15 nor more than 60 days after the receipt of the request.
3. Special meetings shall be held at a place reasonably convenient for the general membership.
Notices Generally.
1. Notice of a Members’ meeting or any report shall be given by electronic transmission, or by mail or other means of written communication, addressed to a Member at the address of such person appearing on the books of the Cooperative or given by the person to the Cooperative for purpose of notice. Notwithstanding the above, notice given to Members less than 10 days before the date of the meeting must be delivered personally.
2. Timing of Notice. Whenever the Members are required or permitted to take any action at a meeting, and the meeting is a meeting of only Members, the Cooperative shall provide personal notice not less than 48 hours before the meeting to all Members who are entitled to vote on the record date for notice of the meeting. If delivery of personal service to all Members is not possible, the Cooperative shall give written notice not less than 10 days nor more than 90 days before the date of the meeting.
3. Members Entitled to Notice. Any Member shall be entitled to notice of any meeting at which they are entitled to cast votes, so long as their Membership became official 30 days before the meeting date.
4. The notice shall state the following:
  1. Meeting place, date, and time of the meeting;
  2. If applicable, the log-in or call-in information for telephone/video/web conference;
  3. In the case of a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, and
  4. The notice of any meeting at which Officers or Directors are to be elected shall include the names of the nominees.
5. Membership List. After establishing the date for a meeting of the Members, the Cooperative shall prepare an alphabetical list of the current names and addresses of all its Members who are entitled to be given notice of the meeting (“Membership List”). The Membership List shall be available for inspection by any Member or Member’s agent or attorney, for a proper corporate purpose, beginning the earlier of ten (10) days before the meeting or two (2) business days after notice of the meeting is given and continuing through the meeting or any adjournment thereof.
6. Notwithstanding the above, any of the following decisions, other than by unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal was stated in the notice of meeting or in any written waiver of notice:
  1. Removal of Members or Board members;
  2. Election of an Officer to fill a vacancy;
  3. Approval of a contract or other transaction between the Cooperative and one or more of its Directors, or between the Cooperative and any corporation, firm, or association in which one or more of its Directors has a material financial interest or is a Director;
  4. Amendment of the Articles; and
  5. Approval of a plan of distribution upon merger, sale or winding up of the Cooperative.
Meetings Held Without Proper Notice.
1. Members not present: The transactions of a meeting, whether or not validly called and noticed, are valid if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs either: a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
2. Members present: A Member’s attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.
Use of Written Ballots at Meetings
1. Written ballots or personal voting may be used at any meeting of Members as the Board authorizes, including for election of Directors.
2. Any written ballot used at a meeting shall:
  1. Describe the proposed action;
  2. Provide an opportunity to approve or disapprove the proposed action;
  3. State that unless revoked by the member voting in person at the meeting, the ballot will be counted if received by the Cooperative on or before the time of the meeting.
3. When ballots are distributed at a meeting, the number of Members voting shall be considered present for the purposes of determining quorum with respect to the specific actions in the ballot.
Use of Written Ballots without Meeting
1. The Board of Directors may direct any action that may be taken at a meeting of Members, including election of Directors, other than the removal of Directors, to be taken without a meeting through distribution of a written ballot to every member entitled to vote on the matter by the Secretary.
2. Any written ballot used without a meeting shall:
  1. Describe the proposed action;
  2. Provide an opportunity to approve or disapprove the proposed action;
  3. Provide a reasonable amount of time within which to return the ballot to the Cooperative.
3. Written ballots will be used for the election of Officers and may be used for Directors, when applicable. Written ballots may also be distributed for other matters if the Board authorizes.
4. Ballots for Officer and Director elections must:
  1. Be distributed at least 10 days before the meeting at which they will be elected;
  2. Include the names of all nominees; and
  3. Include a space for write-in candidates.
5. Other written ballots must:
  1. Describe the proposed action; and
  2. Provide an opportunity to approve or disapprove of the proposed action.
6. All ballots shall specify:
  1. The number of responses necessary to reach quorum; and
  2. The deadline by which the ballot must be filled out and turned in, in order to be counted.
7. When ballots are distributed at a meeting, the number of Members voting shall be considered present for the purposes of determining quorum with respect to the specific actions in the ballot.
Quorum. A majority of Members shall constitute a quorum at a meeting of the Members. When a quorum is present, proposals shall be adopted using the processes as described in ARTICLE VI, unless otherwise required in the Articles or Bylaws.
Loss of Quorum at a Meeting. If there is a quorum present at the beginning of a meeting and then some Members leave so that less than a quorum remains, the remaining Members may continue to conduct business, as long as any actions they take (other than adjournment) adhere to the number of votes of the Members required to constitute a quorum for the meeting.
Adjournment for Lack of Quorum. In the absence of quorum, a majority of present Members can vote to adjourn the meeting, and no other business may be transacted, except as provided in Section 3.10 above.
Adjourned Meetings.
1. If a meeting is adjourned to a new time/place, Members may conduct any business at the new meeting that could have been conducted at the original meeting.
2. If the new meeting is announced at the original meeting, no additional notice is required. However, if the new meeting is more than 45 days after the original meeting or if a new record date is fixed for the adjourned meeting, notice of the new meeting must be given to each Member entitled to vote at that meeting.
Action Without Meetings.
1. Any action required or permitted to be taken at a Members’ meeting, as set forth in these 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.

Board of Directors Meetings

Number of Directors.
1. The number of directors (“Director(s)”) on the Board of Directors shall be composed of and equal the number of Members of the Cooperative and shall at no time be fewer than three.
2. Non-member Directors may be elected to the Board of Directors only if there are fewer than three Members. In all other cases, only Members may be Directors.
3. If the Board of Directors is limited to less than all Members of the Cooperative, then Section 4.2 shall apply.
Terms of Office.

This Section 4.2 shall only apply if the composition of the Board of Directors is changed so that it is limited to less than all Members of the Cooperative. Otherwise, while the Board of Directors consists of all Members of the Cooperative, the Directors’ terms of office on the Board of Directors shall be continuous without expiration and without the requirement for election, subject to Section 4.11.
1. The term of office of the Directors shall end at the first Membership Meeting during even-numbered years.
2. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
3. Notwithstanding the foregoing, a person whose membership is terminated shall immediately cease to be a Director of the Cooperative.
Director Voting. Directors shall vote using the process described in Section 6.1.
Notice of Board Meetings.
1. Regular meetings of the Board of Directors will be held the first Monday of every month at 7:00 p.m. CT. Board of Directors Meetings of the Cooperative in accordance with this ARTICLE IV 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, following the notice procedures prescribed in these Bylaws. If the day fixed for the regular meeting falls on a legal holiday, the meeting shall be held at the same time on the next day.
2. Special meetings of the Board of Directors shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by telephone, including a voice messaging system, or by electronic transmission by the Cooperative. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board of Directors.
3. Waiver of Notice. Notice of a meeting need not be given to any Director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes in writing, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Quorum.
1. A majority of Directors shall constitute a quorum for a Board of Directors meeting.
2. When a quorum is present, proposals shall be adopted using the modified consensus process as described in Section 6.1, unless otherwise required in the Articles or Bylaws.
Loss of Quorum at Meeting. If there is a quorum present at the beginning of a meeting and then some Directors leave so that less than a quorum remains, the remaining Directors may continue to conduct business as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least three-fourths of the Directors required to constitute a quorum.
Adjournment for Lack of Quorum. In the absence of quorum, a majority of present Directors can vote to adjourn the meeting. No other business may be transacted, except as provided in Section 4.7 above.
Adjourned Meetings. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Action Without Meeting. The Board of Directors may take action without a meeting if all Directors individually or collectively consent in writing to the action. The written consents shall be filed with the minutes of the Board of Directors’ meetings. Action by written consent has the same force and effect as a unanimous vote of the Directors.
Removal and Resignation.
1. So long as all Members are required by these Bylaws to serve on the Board of Directors, and no non-Members serve on the Board of Directors, Directors may not be removed nor resign except if they cease to be Members.
2. Should the provision by which all Members constitute the Board of Directors be amended, or if non-Members serve on the Board of Directors, the following shall apply:
  1. The Board of Directors may declare vacant the office of a Director whose eligibility for election as a Director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony.
  2. Directors may be removed without cause by the Members, if removal is approved by a vote of 75% or greater of all Members at a duly called meeting at which a quorum is present.
  3. Vacancies caused by removal may only be filled by approval of a majority of all Members.
  4. A Director may resign effective upon giving written notice to the President, the Secretary of the Cooperative, unless the notice specifies a later time for the effectiveness of such resignation.
3. Any reduction of the authorized number of Directors does not remove any Director prior to the expiration of the Director’s term of office.
Empowered Committees.
1. The Board of Directors may establish committees through the decision-making process in Section 6.1. Each committee shall consist of two or more Directors or Members who serve at the pleasure of the Board of Directors.
2. An empowered committee shall have the same authority as the Board of Directors, except with respect to:
  1. Approval of any action that by law requires approval by the majority of the Members;
  2. Filling vacancies of the Board of Directors or any committee that has authority of the Board of Directors;
  3. Fixing compensation of Directors for serving on the Board of Directors;
  4. Amendment or repeal of the Bylaws or adoption of new Bylaws;
  5. Amendment or repeal of any resolution that the Board of Directors has expressly deemed not amendable or repealable;
  6. Establishment of committees of the Board of Directors or appointing Members to such committees;
  7. Expenditure of corporate funds to support a nominee for Director (if there are more people nominated for Director than open slots available).

Duties of Directors

Management of Business. The Board of Directors shall have general supervision and control of the business and the affairs of the Cooperative and shall make all rules and regulations not inconsistent with law, the articles of incorporation or with these Bylaws for the management of the business and the guidance of the Members, officers, employees, and agents of the Cooperative. The Board of Directors shall have installed an accounting system which shall be adequate to the requirements of the business, and it shall be the duty of the directors to require proper records to be kept of all business transactions.
Reports of Business. The Board of Directors shall present at each regular meeting of the Members and, if appropriate, at special meetings of the Members a detailed statement or report of the business of the preceding year. The statements shall show the financial condition of the Cooperative at the end of the fiscal year and shall be in a form as shall fully exhibit to the members a complete picture of the assets and liabilities of the Cooperative, of the cash on hand, inventory, and indebtedness and all other facts and figures pertinent to a complete understanding of the Cooperative’s financial position for the period.
Reports of Cash and Inventory. At the close of every fiscal year, the Board of Directors shall insure that a complete inventory report is prepared. The report shall include a statement of cash on hand and an itemized list of all commodities, and supplies on hand, showing the quantity and the cost or current value, whichever is the lesser, of each type of commodity, product, and supply. The report shall be certified as true and correct by those responsible for its preparation and shall be made available to the auditor and filed in the permanent records of the Cooperative. Directors may determine who shall take the inventory, and may be present to verify that it is correct to the best of their knowledge.
Depository. The Board of Directors shall have the power to select one or more banks to act as depositories of the funds of the Cooperative and to determine the manner of receiving, depositing, and disbursing the funds of the Cooperative and the form of checks and the person or persons by whom checks shall be signed, with the power to change banks and the person or persons signing checks and the form thereof at will.
Agreements with Members. The Board of Directors shall have the power to carry out all agreements of the Cooperative with its members in every way advantageous to the Cooperative representing the members collectively.
Representation. The Board of Directors may designate any Member of the Cooperative, any Officer of the Cooperative or other employee of the Cooperative to represent the Cooperative in any other business entity or trade association in which the Cooperative has an interest. The compensation of such representative shall be determined by the Board of Directors.

Decision-Making Process

Decision-Making Process for Directors and Members. When making any decisions on behalf of the Cooperative, Directors and Members, respectively, agree to the following:
1. Matters will be discussed with the goal of reaching consensus.
2. If consensus cannot be reached, Members will vote on whether the issue must be decided at the current meeting or can be tabled for future discussion. Each Member is entitled to one vote.
3. If at least three-fourths of the quorum believe that an immediate decision is needed, voting will be held on proposals regarding the issue.
4. The proposals can then be carried by a three-fourths vote, except as otherwise provided in these bylaws.

Officers

Titles of Officers.
1. The officers (“Officer(s)”) of the Cooperative shall be:
  1. A President,
  2. A Secretary,
  3. A Chief Financial Officer, and
  4. Any other Officer with a title and duties determined by the Board.
2. The President is the Chief Executive Officer of the Cooperative.
3. One person may hold any number of offices, except the President and Secretary shall not be the same person.
Nomination and Election of Officers.
1. Any Member can nominate any Member, including himself/herself, for any office. Nominations and elections shall take place at a regular meeting of the Board of Directors.
Resignation or Removal of Officers.
1. Officers can be removed by a vote of the Board of Directors.
2. The President may be removed at any regular or special meeting of the Members by the affirmative vote of one-fifth (1/5) of the Members present or voting by mail.
3. Any Officer may resign at any time with written notice to the Cooperative.
4. Vacancies shall be filled at the next Board of Directors meeting.

Duties of Officers.

Officers’ duties include those duties:
1. Prescribed by law,
2. Granted by these Bylaws, and/or
3. Granted by resolutions of the Board.
Duties of the President. The president shall (1) preside over all meetings of the Cooperative and of the Board of Directors , (2) call special meetings of the Board of Directors, (3) perform all acts and duties usually performed by a chief executive and presiding officer, and (4) sign such other papers of the Cooperative as the president may be authorized or directed to sign by the Board of Directors; provided, however, that the Board of Directors may authorize any person to sign any or all checks, contracts and other instruments in writing in behalf of the Cooperative. The president shall take on the duties of the Secretary if the Secretary is unable or unwilling to do so. The president shall perform such other duties as may be prescribed by the Board of Directors.
Duties of the Secretary. The secretary shall keep a complete record of all meetings of the Cooperative and of the Board of Directors and shall have general charge and supervision of the corporate records of the Cooperative. The secretary shall sign all papers pertaining to the Cooperative as they may be authorized or directed to sign by the Board of Directors. The secretary shall serve all notices required by law and by these Bylaws and shall make a full report of all matters and business pertaining to their office and to the Members at the annual meeting. The duplicate copies of the minutes and complete membership records shall be maintained at the principal office of the Cooperative. The secretary shall make corporate reports required by law and shall perform such other duties as may be required of them by the Cooperative or by the Board of Directors. The secretary shall have supervision of the Cooperative’s financial records and perform such duties with respect to the finances of the Cooperative as may be prescribed by the Board of Directors. Upon the election of a successor, the secretary shall turn over to the successor all books and other property belonging to the Cooperative that the secretary has in their possession.

Financial Provisions

Fiscal Year. The fiscal year of the Cooperative shall end on the last day of December in each year.
Definitions.
1. ”Surplus” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to Member labor.
2. ”Profit” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to non-Member labor.
3. ”Loss” shall be defined as the excess of Expenses over revenues for a fiscal year. 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:
  
  (1) allocating the loss on an equitable basis to some or all of the Members of the Cooperative by canceling equity held in Member Account, by charging Members directly, or by charging Members using non-qualified notices of allocation,
  
  (2) carrying the loss back or forward to offset earnings of the Cooperative or particular segments of its operations in prior or future years,
  
  (3) canceling any or all outstanding equity account balances shown on the books of the Cooperative, or
  
  (4) charging the loss against appropriate reserves or the Collective Account.
4. Surplus, Profit, and Loss shall be determined on a tax basis. Surplus and Profit shall not include cash contributions by Members to capital.
5. ”Expenses” shall include all normal business expenses, distributions of Patronage Dividends paid pursuant to Section 1.7, payments of any interest and principal on any debts of the Cooperative, and reasonable reserves as determined by the Board of Directors to be added to the Collective Account.
6. The “Collective Account” shall contain Profit, and reserves (including working capital for the Cooperative) that are retained in the Cooperative and not distributed to Members. This Collective Account shall be distributed only upon dissolution of the Cooperative and no Member at any time shall have any right or interest in or to the Collective Account, except on dissolution.
7. ”Tenure” shall mean the number of hours worked by Member or Prospective Member in the Cooperative and shall be accumulated on a per-week basis, for all Members and Prospective Members within their candidacy periods, Sunday through Saturday, as the greatest of the following (each expressed as a value earned per week between 1 -5):
  - 1 if at least 1 hour was worked for the Cooperative, or if an employee of the Cooperative.
  - 2 if at least 8 hours were worked for the Cooperative.
  - 3 if at least 16 hours were worked for the Cooperative.
  - 4 if at least 24 hours were worked for the Cooperative.
  - 5 if at least 32 hours were worked for the Cooperative.
8. ”Patronage” shall be calculated per Member within a fiscal year as the sum of the following:
  1. Tenure accumulated within the current fiscal year; plus
  2. A number as determined via Patronage Schedules as defined in Section 9.3; plus
  3. The lesser of (i) the Member’s total accumulated Tenure calculated from the beginning of their Membership with the Cooperative through the end of the current fiscal year, or (ii) two times the Patronage calculated in (a) and (b) above.
9. ”Patronage Dividends” shall have the definition contained in Internal Revenue Code Section 1388(a) (dividends paid to Members based on Patronage).
10. ”Member Account” shall be defined as each Member’s capital account in the Cooperative, which is calculated as written notices of allocation minus Distributions minus Losses allocated to the Members as provided in subsection 9.2.3 above, plus/minus any other item that affects the balance in the Member’s capital account.
11. ”Deemed Liquidation Event” shall mean (a) a consolidation, merger or other similar transaction of or involving the Corporation in which the Members of the Corporation immediately prior to such consolidation, merger or other similar transaction do not continue to hold, immediately after the consummation of such consolidation, merger or other similar transaction, a majority of the voting power of the equity interests of the surviving entity, or (b) a sale or other transfer of all or substantially all of the Corporation’s assets to a third party.
Patronage Schedule.
1. The Board of Directors may from time to time adopt and implement Patronage schedules (“Patronage Schedule(s)”) which may be used to document the process by which additional amounts of Patronage may be allocated to Members.
Allocations.
1. Any Profit shall be credited to the Collective Account.
2. Any Surplus shall be credited to the Collective Account in such amounts and for such purposes as may be determined by the Board of Directors. All other Surplus shall be paid as Patronage Dividends in direct proportion to Patronage during the fiscal year.
3. The percentages referred to in this section can be changed for a coming fiscal year by the Board of Directors.
Patronage Dividends.
1. Patronage Dividends shall be made 50% in cash and 50% to each individual Member Account as a written notice of allocation, unless different proportions are approved by the Board within eight-and-a-half months of the fiscal year’s close; provided that, at least 20% must be distributed in cash.
2. Patronage Dividends may be by qualified or non-qualified written notices of allocation or a combination of the two.
3. Patronage Dividends shall be allocated and made to such Members at least at the close of each fiscal year on a patronage basis, or as periodically as the Board of Directors shall determine, and shall be distributed in accordance with this Section generally.
4. When making Patronage Dividends through qualified written notices of allocation, if not made earlier as provided in subsection 9.5.3, the 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 said Member’s total allocation of the Cooperative’s Surplus paid as Patronage Dividends including the cash portion as well as the amount credited to said Member’s Member Account. Each Member shall treat said Member’s allocation of Patronage Dividends in the manner prescribed by Section 1.7 of these Bylaws and any applicable tax laws, regulations, and private letter rulings.
Periodic Redemption of Member Accounts.
1. No acquisition, recall or redemption of Member Accounts in the Cooperative shall be made 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 Member Accounts preferential to those receiving the distribution if the Cooperative were to be dissolved at the time of the distribution.
2. The Cooperative shall aim to pay out in cash to the Members all funds credited to their Member Accounts within three years of the date they were first credited.
3. As a general rule, written notices of allocation credited to Member Accounts (including notices now converted to debt) will be paid out in the order in which they are credited, with the oldest paid out first. However, the Board of Directors can decide to accelerate the redemption of Member Accounts or debt owed to former Members on a case-by-case basis.
4. If the Cooperative does not have sufficient funds to pay out all funds credited to Member Accounts for a given fiscal year, then funds will be paid out in proportion to the balance in the Member Accounts.
Priority of Payments. Notwithstanding anything else to the contrary in this Article, payments by the Cooperative shall be made in the following order of priority:
1. First, to make payments of any necessary expenses related to the operation of the Cooperative, including wages, and payments of any interest and principal on any debts of the Cooperative,
2. Second, to pay Patronage Dividends to all eligible Members,
3. Third, to pay Distributions to all eligible Members, and
4. Fourth, to make periodic redemptions pursuant to Section 9.7.
Dissolution Distributions.
1. Upon liquidation, dissolution, or sale of the assets of the Cooperative as a Deemed Liquidation Event, any assets left after payment of all debts and Member Account balances shall be distributed to all persons who are current or living past Members in proportion to Tenure during the time he or she was a Member of the Cooperative.
2. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address.
3. Notwithstanding the foregoing, upon the dissolution, liquidation, merger, or sale of the Cooperative, or sale of all or substantially all of the Cooperative’s assets, whether or not as a Deemed Liquidation Event, all debts and liabilities of the Cooperative shall first be paid according to their respective priorities, as defined by law or by agreement.
Unclaimed Money. A claim for money against the Cooperative shall be subject to the provisions of this Section 9.10 whenever the Cooperative is ready, able, and willing to pay the claim, and has paid or is paying generally claims arising under similar circumstances, but payment of the claim cannot be made for the reason that the Cooperative does not know the whereabouts or mailing address of the one to whom it is payable or the one entitled to payment. If the claim is not actually paid within a period of three (3) years after notification as herein provided, the Cooperative shall remove the claim as a liability on its books. No removal shall be made unless the Cooperative shall have sent by first class, United States mail, a written notice of eligibility for payment addressed to the person appearing on the Cooperative’s records to be entitled to payment at the last address of such person shown by the records of the Cooperative. If not claimed within three (3) years after giving of notice, the claim shall be deemed extinguished. Any and all amounts recovered by the Cooperative pursuant to this Section 9.10, after deducting therefrom the amount of any taxes payable thereon, shall be placed in a reserve or surplus account established previously or hereafter by the Cooperative.
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.

Corporate Records and Reports

Records Required to Be Kept.
1. The Cooperative shall keep at its principal office:
  1. The original or a copy of its Articles and Bylaws as amended to date;
  2. Adequate and correct books and records of account;
  3. Minutes of the proceedings of its Members, Board, and committees of the Board; and
  4. A record of its Members, providing their names and addresses.
2. Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.
Inspection Rights.
1. The Cooperative’s Bylaws and Articles shall be open to inspection by the Members at all reasonable times during office hours.
2. Any such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
3. The accounting books and records and minutes of proceedings of the Members and the Board and committees of the Board shall be open to inspection upon the written demand on the Cooperative of any Member at any reasonable time, for a purpose reasonably related to such person’s interests as a Member.
Annual Report.
1. The annual report shall be prepared no later than 120 days after the close of the Cooperative’s fiscal year and shall be distributed to Members at or before their next meeting.
2. The annual report shall contain in appropriate detail:
  1. A balance sheet as of the end of the fiscal year;
  2. An income statement;
  3. A cash flow statement of the fiscal year;
  4. A statement of where the names and addresses of current Members are located; and
  5. An annual statement of transactions and indemnifications to “interested persons” as defined by law.
3. For fiscal years in which the Cooperative has (at any given time) over 25 Members, the Cooperative shall notify each Member of his/her right to receive an annual financial report.
4. The annual report shall be accompanied by any pertinent report by independent accountants.
5. If there is no such report from an independent accountant, an authorized Officer of the Cooperative shall certify that the annual report was prepared from the books and records of the Cooperative, without audit.

Disputes

All disputes, differences, and controversies arising from the performance of these Bylaws shall be resolved first through internal mediation within the Cooperative. In the event of a dispute between a Member and the Cooperative concerning any matter arising out of the relationship or transactions between the Member and the Cooperative, and that cannot be resolved through internal mediation, upon request of either party and after ten (10) days’ prior notice to the Member concerned, the matter shall be set for hearing before the Board of Directors, who shall hear the same, and shall enter written findings or rulings thereon. The decision of the Board of Directors in such cases shall be final; provided, however, that either party having received a decision may within sixty (60) days thereafter bring an appropriate action in any court of proper jurisdiction regarding such matter or transaction. Any Member affected by the final ruling rendered in the dispute, who shall thereafter refuse to acquiesce or abide by the ruling, shall thereafter be subject to termination of Membership in accordance with the provisions of ARTICLE II of these Bylaws.

Indemnification

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.
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 12.1 and 12.2:
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.
The cooperative may maintain liability insurance covering its directors, officers, employees and agents in connection with fulfilling its obligations under this section or otherwise.

Amendments

Except for the matters set out C.R.S. 7-58-405 subsection (5) (including changes to the equity capital structure of the Cooperative, including the rights of 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; the transferability of a Member’s interest; the manner or method of allocation of profits or losses among Members; the quorum for a meeting and the rights of voting and governance; or the terms for admission of new Members), the Board may make, amend, or repeal any provision of the Bylaws without Member approval, subject to a vote by the Directors in accordance with Section 4.3. If the Board amends the Bylaws in accordance with this ARTICLE XIII, 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. Otherwise, these Bylaws may be altered or amended at any regular or special meeting of the Members by the affirmative vote of three-fourths (3/4) of the Members present or voting by mail provided the Members so voting have received the exact wording of the amendments.

Distribution of Bylaws

After adoption of these Bylaws or an amendment to them, a copy of these Bylaws or the amendment, as the case may be, shall be provided to each Member and to each person who later becomes a Member as shown on the books of record of the Cooperative.

Bylaws of Dark Patterns Digital, LCA