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Co-op Bylaws

These are the current bylaws of Fuse, which is registered as a Limited Cooperative Association (LCA)

FUSE COOPERATIVE

(hereinafter the “Cooperative”)

BYLAWS

Preamble

Fuse Cooperative (the “Cooperative”) is a limited cooperative association organized under the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58 (“ULCAA”). The Cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative’s Members.

The purpose of the Cooperative is to create values-aligned business opportunities and collaboration between the Members. Fuse Cooperative is a federated cooperative where members are staffing business owners that use their collective power to improve their businesses through the cooperative services.

The Cooperative adopts and subscribes to the seven International Cooperative Alliance Cooperative principles:

1. Voluntary and Open Membership.

2. Democratic Member Control.

3. Members' Economic Participation.

4. Autonomy and Independence.

5. Education, Training and Information.

6. Cooperation among Cooperatives.

7. Concern for Community.

WHEREAS, the Articles of Organization, as amended from time to time (“Articles”), are hereby incorporated by reference into these Bylaws.

ARTICLE I

MEMBERSHIP; AUTHORIZED CAPITAL

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1.1. Membership Class and Board Authority. There will be one class of members in the Cooperative: General Members (as defined in Section 1.2). General Members may be referred to as “Patron Member”. Each member of a class shall be a “Member” and collective, “Members”, “Membership”, or “membership class.” Subject to Colorado Law, the board of directors of the Cooperative (“Board of Stewards” or “Board”, with each individual member serving on the Board being a “Steward”) 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 Section 1.3 below, without vote of the General Members.

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1.2. General Members. Subject to acceptance by the Board in its sole discretion, an entity operating under the laws of the United States (including, but not limited to, a corporation, non-profit, corporation or association, partnership, cooperative, limited cooperative association, limited liability company, limited partnership, limited liability limited partnership, special purpose entity, or unincorporated association) (a “Business”) seeking to become a Member that meet the following eligibility requirements and applies for membership may be admitted to the Cooperative as a “General Member”:

1.2.1. Agrees to acquire, by purchase for the price indicated in SCHEDULE 1, or by award, one membership unit in the Cooperative;

1.2.2. Agrees to pay and remain current on periodic fees and/or dues to the Cooperative, if any, as set forth in SCHEDULE 1;

1.2.3. Agrees to undertake patronage responsibilities, which may be prescribed by these Bylaws, by the member agreement (“Member Agreement”), and by policies promulgated by the Board, or by other member agreements executed in the ordinary course of business;

1.2.4. Agrees to be accountable for engaging in recruiting for and/or managing job order accounts;

1.2.5. Agrees to add their individual purpose statements to the collective purpose of the Cooperative;

1.2.6. Agrees to participate in Cooperative governance functions and responsibilities, as required or authorized by these Bylaws and the Board;

1.2.7. Agrees to maintain good standing as a Member at all times;

1.2.8. Agrees to execute such instruments and agreements as may reasonably be necessary or advisable for the Cooperative to carry out its lawful purpose(s);

1.2.9. Meets all other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board and stipulated in the Member Agreement;

1.2.10. Agrees to at all times abide by the Articles, these Bylaws, the Member Agreement, the terms of use, if any, the Code of Ethics adopted by the Board, and any uniform rules and policies established and adopted from time to time by the Members or the Board; and

1.2.11. Agrees to the patronage distributions as set out in Section 5.3.6.

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1.3. Admission to Membership as a General Member.

1.3.1. Upon remittance of payment for the Cooperative’s membership fee in immediately available funds, or other financial or nonfinancial commitment, and execution of such agreements as the Board may require, the Board will vote to admit to membership any applicant who:

1.3.1.1. applies for admission for the purpose of participating in the activities of the Cooperative, through a procedure established by the Board;

1.3.1.2. meets all the requirements for application and membership under these Bylaws, the Articles, the laws of the State of Colorado, and policies established by the Board from time to time;

1.3.1.3. acquires at least one (1) membership unit (collectively “Membership Unit(s)” or “Unit(s)”), as applicable, in the Cooperative;

1.3.1.4. agrees to pay and remain current on fees and dues to the Cooperative, if any, as prescribed by the Board from time to time (“Member Fees”) and indicated in Schedule 1; and

1.3.1.5. executes the corresponding membership agreement or such other agreement as the Board may require.

1.3.2. Representation of Certain Members. A Member must be represented by an individual, associate, officer, manager, or member of the Member-entity, who has been duly authorized by the Member in a writing delivered to the Board, in a form acceptable to the Board.

1.3.3. Methods of acceptance. Acceptance or refusal of membership application by the Board may be done by any legal means, including via smart contracts, protocols, algorithms, or any electronic or automatized means. The Board retains the right to waive the requirements of Section 1.3 above. An applicant shall be considered a Member effective upon acceptance of their application, payment for the membership interest in the manner prescribed by the Board, and full execution of such agreements as the Board may require.

1.4. Grounds for ineligibility. Despite fulfilling the eligibility requirements for any given membership class, a Business shall not be eligible for membership if the Board finds, based on reasonable grounds, which shall not include discrimination on the basis of sex, gender identification, race, ethnicity, national origin, different or special ability, sexual orientation or any other status protected by federal or state law, that the applicant's admission would prejudice the interests, hinder or otherwise obstruct, or conflict with, any purpose or operation of the Cooperative.

1.5. Certificates of Membership Interests in the Cooperative. The Cooperative is not required to issue any certificates representing memberships or other investments in the Cooperative. If certificates are issued under any form, including digital (e.g. by adoption of non-fungible token (NFT) representing membership), the restrictions on transfer of membership shall be imprinted on every certificate and subject to the restrictions set forth herein. Certificates must also include the terms and conditions of redemption, if any.

1.6. Restrictions on Transfer of Membership Interest.

1.6.1. No membership interest may be transferred to any entity not otherwise qualified to be a Member in the Cooperative in accordance with this ARTICLE 1, except to the Cooperative upon the redemption of the Member’s Equity Interest, under Section 5.5.3, and as otherwise approved by the Board on a case-by-case basis. Any purported transfer or any transfer that results from the operation of law shall be void and of no effect, unless consented to in writing by the Board and entered into the records of the Cooperative.

1.6.2. A Patron Member who sells its entire business operations may transfer the membership in the Cooperative to the purchaser; subject to the entity continued compliance with the membership requirements and subject to the Board’s approval of the transfer, which shall not be unduly withheld.

1.6.3. A non-member who becomes a rightful holder of any instrument or certificate (digital or otherwise) representing membership in the Cooperative, may be eligible for membership in the Cooperative if that Business otherwise fulfills the requirements for membership and applies and is accepted as a Member; if the non-member is not eligible for Membership, Section 1.9.2 will apply for redemption of such transfer.

1.6.4. If in the sole discretion of the Board, membership is at any time held by any entity not otherwise eligible to hold the same, the Board may in its sole discretion, either redeem the proceeds of such membership interest, including any unredeemed notices of allocation, or transfer such membership interest to a non-membership capital account upon written notification to the holder thereof and the entity shall not be entitled to vote at the membership meeting of the Cooperative.

1.7. Withdrawal.

1.7.1. A Patron Member may withdraw from the Cooperative by providing thirty (30) calendar days written notice of the Member's intent to withdraw to the Board or to such other representative as authorized by the Board. The form of such written withdrawal may be prescribed by the Board. A withdrawing Member shall be considered an active Member entitled to all benefits entitled and accruing thereto pursuant to these Bylaws until the withdrawal becomes effective. 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 continuation of obligations pursuant to agreements that may exist between the Member, each membership class and the Cooperative. Notwithstanding a Member’s right to withdraw, the Board reserves the right to delay, postpone, withdraw, suspend or otherwise decide unilaterally the timing and method by which the equity represented by a Member’s membership interest may be redeemed. The Board shall have the sole discretion to determine the timing and method of any redemption of a Member’s equity.

1.7.2. Withdrawal of an Investor Member shall be in accordance with the investment documents.

1.8. Termination of a Member.

1.8.1. Uniform provisions.

1.8.1.1. A Member may only be suspended, expelled, or terminated from the Cooperative for cause, by a majority vote of the Board. A Member may initiate this process by polling of the Members with at least 50% votes in favor of termination, or it may be initiated by the Board. The Board must take action on the result of the poll completed by the Members, to accept or reject the proposal to terminate a Member, as provided in this Section. The Member must be given ninety (90) days’ prior notice of the expulsion, suspension or termination, and the reasons for the same. The Member shall have an opportunity to be heard, orally or in writing, not less than sixty (60) days before the effective date of expulsion, suspension, or termination. Grounds for suspension, expulsion or termination may include, but shall not be limited to: (1) Member has ceased patronizing the Cooperative, or has failed to meet its patronage obligations as provided in the Membership Agreement for a consecutive period of [thirty (30) days]; (2) Member has violated any other provision of the Membership Agreement, the Terms or any other policy or procedures of the Cooperative in accordance with the terms stated therein; (3) Member has died, dissolved its business, or has otherwise ceased patronage activities; (4) Member has otherwise ceased to be eligible for membership in the Cooperative; (5) Member has been disruptive to the orderly operation of the Cooperative or frustrated the Cooperative’s purpose or efforts. The Board may terminate, effective immediately, the Member’s voting rights and membership in the Cooperative and/or expel the Member. A Member who is expelled, suspended or terminated by the Board shall be responsible for any charges, dues or other obligations incurred prior to the expulsion, suspension or termination.

1.8.1.2. Upon termination, the Member shall be entitled to retain any allocated but not distributed patronage distributions or returns, tokens, or other rewards representative of the Member’s rights in the Cooperative, under the terms and conditions established by the Board.

1.9. Rights and Interest on Withdrawal or Termination.

1.9.1. Termination of membership automatically removes the individual representing the terminated entity, if applicable, as a Board Steward and an officer.

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1.9.2. On the date a Member's withdrawal becomes effective or upon the termination of the Member's membership in the Cooperative, by the Board or otherwise, and as further provided in the Membership Agreement, all rights and interests of the Patron Member in the Cooperative shall cease and the Member shall be entitled only to payment of the Member’s Equity Interest in the Cooperative, as set out in and calculated in accordance with ARTICLE VI below (“Terminated Membership Redemption Price”). Within one-hundred and twenty (120) days after the effective date of the Member's withdrawal or termination, or such other time as determined by the Board, the Cooperative shall consider distributing to the Member the Terminated Membership Redemption Price, either in cash, in-kind distribution, by promissory note, cryptocurrency, redeemable rewards certificates, or some combination thereof, to be decided in the sole discretion of the Board. Additionally, the Board will have the sole discretion to delay, withhold, modify or otherwise control the timing of any redemption or distribution if it would impair the financial health of the cooperative. If the Board decides that it is in the best interest of the Cooperative to pay the Terminated Membership Redemption Price out of Treasury funds, then the Board may submit a proposal to vote by the voting Members to decide on such allocation. “Treasury” means the Cooperative’s pooled capital, whether in cash or cash equivalents (including digital assets), accumulated through the efforts of the Cooperative’s Members, that the Cooperative retains for the furtherance of its purposes which are deployed in accordance with a vote of the Members.

1.9.3. On the date a Member’s termination become effective, the Member’s governance rights, IP rights, and any other rights conferred to the Member by virtue of NFTs minted by or on behalf of the Cooperative will also terminate. The Board must implement a policy adopted with the purpose of enabling the terminated Members to retain a Cooperative NFT, despite the loss of their respective rights (utility, governance, and/or any other right enabled by current or future technology).

1.10. Consent to Tax Treatment. By becoming a Member in the Cooperative, each entity automatically agrees to take into account on the Member’s income tax return any Patronage Returns 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. If Patronage Returns are made in non-qualified written notices of allocation, the Member agrees to take into account the corresponding amounts on the Member’s income tax return 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, their membership interest, or their purchase or holding of membership units.

1.11. Record of Members. As may be required by law, a record of the Members and their full names and addresses, and any other identification information may be requested to fulfill the Cooperative’s legal obligations. Each Member must notify the Board immediately of any change in the Member's, address, contact, and tax information.

ARTICLE II

MEETINGS OF MEMBERS

2.1. Meetings of Members. Meetings of Members of the Cooperative in accordance with this ARTICLE II may take place in person, by telephone conference, by internet conference, by video conference, Discord, or by any other electronic or telecommunications means by which the Members can effectively communicate, following the notice procedures prescribed in these Bylaws.

2.2. Regular Annual Membership Meeting. A regular annual membership meeting of all Members shall be held annually on a date and at such time and place in the area served by the Cooperative as may be determined by the Board 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 those 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 shall prepare and post a list of members eligible to vote at that meeting (“Membership List”), during a regular membership meeting.

2.3. Special Membership Meetings. Special meetings of the Members of the Cooperative (“Special Membership Meeting”) may be called at any time by order of the Board, by the Members, by such officer(s) as may be designated in these Bylaws, or upon a written petition of at least fifteen percent (15%) of all Members, such petition delivered to the Board of the Cooperative stating the specific business to be brought before the meeting and shall state the time, date and place of the meeting. The petition shall specify a date for such Special Membership Meeting that is no less than ten (10) days and no more than sixty (60) days from the date of the petition. The place stated in the petition shall be a place reasonably convenient for the general membership. At all special meetings of the Members of the Cooperative, business brought before the meeting shall be limited to the purpose stated in the notice. The Board shall post the Membership List during a special membership meeting. The Board may, but is not required to, adopt a policy providing for the format of the petition mentioned in this Section.

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2.4. Notice of Meetings. Written notice of every regular and special meetings of the Members shall be prepared and sent virtually to the last known email address of each Member, and/or the Cooperative’s Coda, Discord channel, or other platform approved by the Cooperative where the Members communicate, not less than ten (10) days before the meeting. The notice shall state the time and place, the business to come before the meeting, and which Membership classes shall be eligible to vote at such meeting. No business shall be transacted at special meetings other than that referred to in the written notice.

2.5. Waiver of Notice. When any notice is required to be given to any Member of the Cooperative by law or under the provisions of the Articles or these Bylaws, a waiver thereof shall be equivalent to the delivery of proper notice, provided such waiver is in writing signed, in any form acceptable by the Board including electronically, by the Member entitled to the notice, whether before, at, or after the time stated in the notice.

2.6. Waiver by Attendance. By attending a meeting, a Member: (1) waives 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; and (2) waives 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. “Attendance” shall include attendance in person at any meeting, participating in a telephonic meeting, or participation by signing into a tele-conference or other form of internet on-line meeting format as prescribed by the Board for that particular meeting, including through virtual reality.

2.7. Quorum.

2.7.1. Except for transactions of business specifically requiring a different quorum by law, the following shall constitute a quorum for the transaction of business at any meeting of the Members:

2.7.1.1. The presence of the lesser of thirty (30) Patron Members or ten percent (10%) of the Patron Members, present and voting by means of an online polling tool with cryptographic signature capabilities (e.g., Snapshot, Vocdoni, or another tool as selected by the Board), which shall be considered for all legal purposes attendance in person.

2.7.1.2. 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. Any business may be transacted at the resumption of the recessed meeting that might have been transacted at the originally called meeting.

2.8. Voting at Meetings. All Members with voting rights are entitled to vote on all matters brought before the Membership. All matters put to a vote of the entire membership shall require an affirmative vote of a simple majority of all Members.

2.8.1. Proxy and Cumulative Voting. Voting by proxy is not permitted. Cumulative voting is prohibited at any and all meetings of the Cooperative.

2.8.2. Voting by Electronic Means. All voting procedures may take place electronically, in the form established by a policy of the Board, or a policy of the Members, which has been confirmed by the Board. Voting shall remain open for at least the minimum period of notice required in Section 2.4 above, and in any case, no less than 36 hours.

2.9. Order of Business. All Membership meetings of the Cooperative shall be presided upon in accordance with these Bylaws. The Board shall designate the presiding officer of the meeting. The officer presiding over Membership meetings shall have the discretion to adopt and enforce formal governance procedures and rules. The following order of business shall be used as a guide insofar as is applicable and desirable:

1) Determination of quorum

2) Proof of due notice of meeting

3) Reading and disposition of minutes

4) Financial report

5) Report of the Board

6) Reports of Committees

7) Nominations for vacancies on the Board

8) Elections

9) Unfinished business

10) New business

11) Adjournment

2.10. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Members, as set forth in these Bylaws, may be taken without a meeting if notice of the proposed action is given and if the action receives a sufficient number of electronic or written votes before the voting period closes. 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. Any actions to be taken without a meeting may be taken via any digital or electronic platforms adopted by the Cooperative, such as Colony, Discord, Coda, Vocdoni, Snapshot, Telegram (“Platforms”) and on-chain votes shall be sufficient for a valid record of such vote.

2.11. Matters Requiring Patron Member Approval. In addition to those matters for which Member approval is required as a matter of custom or law, and without limiting the generality of these Bylaws, the following matters are so integral to the ethos and operations of the Cooperative that they shall require the approval of the Members:

2.11.1. Adoption of ethics code and amendments or respective changes;

2.11.2. Changes to the Cooperative’s values;

2.11.3. Election of Stewards; and

2.11.4. Matters as determined by the Board or by petition of the Members.

ARTICLE III

STEWARDS; OFFICERS

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3.1 Number and Qualifications of Stewards.

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3.1.1 At all times the Board must consist of no fewer than three (3) and no more than nine (9) natural persons, who are each at least eighteen (18) years of age, save in the case where the Cooperative has fewer than 3 (three) Members, then the number of Stewards should equal the number of Members, but never fewer than one Steward, and at least a majority of which are elected by Patron Members. Officers may be Stewards of the Cooperative and non-Member Stewards, as required or authorized by law.

3.1.2 The initial Board (“Initial Board”, and each member of the Initial Board an “Initial Steward”) shall serve until the annual meeting of the Members in 2026 (altogether “Initial Term”), unless earlier as determined by the Board in its sole discretion with a unanimous vote.

3.1.3 The Board may vote to increase the size of the Board, with Board Members who must be Members.

3.1.4 Initial Stewards who are representatives of Members shall be entitled to serve the Initial Term and each shall be eligible for re-election to serve on succeeding boards, on such terms as are prescribed herein. Should the Initial Board determine that they need to increase the size of the Initial Board during the Initial Term, the Initial Board may increase the number of Stewards on the Board and appoint such new Stewards by a simple majority vote of all then-current Stewards.

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3.2 Term. After the Initial Term, Stewards shall be elected for a term of two (2) years, except that the terms of Stewards shall be staggered so that the terms of no more than a minority of then existing steward seats shall expire in any one year and the initial term of a Stewards elected to fill a vacancy shall be only for the remaining period of the unexpired term. Stewards may be re-elected for an unlimited number of consecutive terms.

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3.3 Election of Stewards. After the Initial Term, each board seat (collectively the “Board Seats”) shall be filled as set out in this Section 3.5. The Board shall determine whether elections will be held in person, or by email, electronic ballots, or by other electronic, virtual, or digital means. The Board shall adopt a policy determining the acceptable methods of nominations for candidates to a Board Seat, which shall be representative of the Membership. Newly elected Stewards shall become members of the Board at the first meeting of the Board following their election. To be elected, a nominee for a Board Seat shall receive such number of votes, as follows

3.4 Election of Officers. The Board shall hold a meeting within thirty (30) days after the adjournment of each annual Membership meeting for the purpose of organizing the Board. Nominations for the election of officers shall be made by Stewards from the floor at the Steward's meeting where the officers are to be elected. They shall elect an officer responsible for keeping records, as required by applicable law, and may elect any other officer as determined in the sole discretion of the Board. Each officer shall hold office until the election and qualification of a successor unless earlier removed by death, resignation, or in accordance with these Bylaws. The Board may create, alter, and abolish such additional offices and its attendant duties at its discretion and may appoint persons to serve in such offices at the pleasure of the Board.

3.5 Removal of Stewards.

3.5.1 At a meeting called expressly for that purpose, as well as any other proper purpose, a Steward may be removed by the Board or the Members in the manner provided in this Section.

3.5.2 Removal of Initial Stewards. Prior to the annual membership meeting of 2025, the Initial Stewards may only be removed by unanimous vote of the Board, under Section 3.5.2, or eighty percent (80%) vote of the Patron Members (not included the affected Steward’s vote), under Section 3.5.5, if the Steward consistently fails to uphold the values of the Cooperative.

3.5.3 Removal of a Steward by the Board. The Board may remove one or more Stewards with or without cause. Causes for removal are determined by a simple majority of all Stewards not subject to removal. Causes for removal of a Steward by the Board include, but are not limited to the following:

3.5.3.1 a Steward does not meet the qualifications for Board membership set forth in these Bylaws.

3.5.3.2 a Steward does not comply with the Articles or these Bylaws, specifically including the General Standard of Conduct set out in Section 3.16.

3.5.3.3 a Steward fails to attend three (3) consecutive regular Board meetings without cause.

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3.5.4 Petition to Remove a Steward by Members. Members may remove one or more Stewards other than the Initial Stewards with or without cause. A petition executed by cryptographic means (such as Snapshot or Vocdoni), which may be submitted by any electronic means accepted by the Board, signed by at least a simple majority vote of Members shall initiate a vote to remove such Steward, in accordance with this Section. No petition shall seek removal of more than one (1) Steward.

3.5.5 Vote to Remove a Steward by Members. If removal of an Initial Steward is by the Members, it requires eighty percent (80%) super-majority of all current Members, not taking into account the Steward subject to removal. If removal of a Steward other than an Initial Steward is by the Members, then by an affirmative vote of a two-thirds (67%) super-majority of Members present and voting shall be required.

3.5.6 Any Steward subject to a removal petition under any provisions of this Section shall be promptly informed in writing by the Board and shall have the opportunity, in person (including virtually, by electronic means) and by counsel, to be heard and present evidence at the meeting called for the vote. The Members seeking a Steward's removal shall have the same privilege.

3.5.7 The Board shall have the power to remove any Officer of the Cooperative with or without cause, by a simple majority vote of the Stewards not serving as the Officer subject to removal.

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3.6 Vacancies. Whenever a vacancy occurs in the Board, except from the expiration of a term of office, the remaining Stewards shall, as soon as practicable, appoint a replacement to fill the vacancy until the expiration of the term of the vacant position.

3.7 Referendum on Policy Matter. Upon demand of at least twenty-five percent (25%) of the entire Board, made immediately at the same meeting at which the original motion was passed and so recorded, any matter of policy that has been approved or passed by the Board must be referred to the Members for ratification at the next regular or special meeting of the Members, and a special meeting may be called for that purpose.

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

3.9 Special Meetings. Special meetings of the Board shall be held whenever called by an officer or by a simple majority of Stewards at a time and place specified in the notice (including online meetings). Any and all business may be transacted at any 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 Stewards.

3.10 Notice of Board Meetings. Prior written notice of each meeting of the Board shall be delivered electronically to each Steward at least ten (10) calendar days for regular meetings and at least three (3) business days for any special meetings, provided, that the Board may establish regular meeting places, dates, and times for which the aforementioned notice need not be given. Notice may be waived by any or all of the Stewards, and appearance at a meeting shall constitute a waiver of notice thereof, except if a Steward attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

3.11 Electronic Meetings. One or more Stewards or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone, or online platforms, or similar communications medium by which all persons participating in the meeting can communicate effectively, including but not limited to the Platforms. If the applicable law requires participation in person, then electronic or virtual participation shall constitute presence in person at the meeting, unless the law expressly prohibits it.

3.12 Quorum; Voting. A two-thirds (67%) super-majority of all the Stewards shall constitute a quorum at any meeting of the Board. In the event a quorum is lost during a meeting, however, the meeting may proceed. Each Steward shall be entitled to one (1) vote on any matter coming before the Board, except, no Steward shall vote on any matter in which she/he/they has a financial self-interest that would compromise their ability to act in the best interests of the Cooperative unless such conflict is waived by the other Stewards. A Steward who has a financial self-interest may, however, vote on such a matter if the remaining disinterested Stewards ratify the vote on such matter and deem the decision to be in the best interest of the Cooperative. The Board shall strive to make proposals and decisions based on consent and may adopt mechanisms to address any failure to obtain consent. However, when consent cannot reasonably be obtained, then the provisions of these Bylaws shall apply and any matter upon which the Board may vote shall require a super-majority affirmative vote of those present and voting to pass, unless otherwise specified for the matter being voted on. The CEO, and if not hired, then the chair or president of the Board, shall cast a tie-breaking vote, unless the Board adopts a different policy or as otherwise required by law.

3.13 Assent to Action. A Steward is considered to have assented to an action of the Board unless:

3.13.1 The Steward votes against it or abstains and causes the abstention to be recorded in the minutes of the meeting;

3.13.2 The Steward objects at the beginning of the meeting and does not later vote for it;

3.13.3 The Steward has his/her/their dissent recorded in the minutes;

3.13.4 The Steward does not attend the meeting at which the vote is taken; or

3.13.5 The Steward gives notice of his/her/their objection in writing to the Board chair within twenty-four (24) hours after the meeting.

3.14 Action without a Meeting. Actions of the Board may be taken without a meeting if the action is agreed to by all Stewards and is evidenced by one or more written consents signed, or electronically submitted via email, or the Platforms, by all Stewards and filed with the corporate records reflecting the action taken.

3.15 Remuneration and Expense Reimbursement. The Board may set the remuneration of Stewards in its sole and absolute discretion. Stewards 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 Stewards members of the Board shall be established by the Board. Notwithstanding the foregoing, Stewards 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.

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3.16 General Standards of Conduct for Stewards and Officers. Each Steward shall discharge their duties as a Steward, including duties as a member of a committee, and each officer with discretionary authority shall discharge officer duties under that authority in good faith and proper purpose in accordance with Article IV of the Articles.

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ARTICLE IV

DUTIES OF STEWARDS AND MANAGEMENT

4.1 Management of Business. The Board 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 or with these Bylaws for the management of the business and the guidance of the Members, employees, and agents of the Cooperative. The Board will adopt an accounting system which shall be adequate to the requirements of the business, and it shall be the duty of the Stewards to require proper records to be kept of all business transactions.

4.2 Employment of Chief Executive Officer and Others. The Board may employ a Chief Executive Officer (“Chief Executive Officer” or “CEO”) who shall be a natural person, define the Chief Executive Officer’s duties, compensation, and negotiate employment contracts. The Board shall authorize the employment of such auditors, agents, and counsel as it from time to time deems necessary or advisable in the interest of the Cooperative and prescribe their duties. The Board shall have general oversight and supervisory responsibility for the Chief Executive Officer’s performance and shall have the ultimate authority to hire, fire, discipline or remove the Chief Executive Officer, subject to the terms of any agreements between the Chief Executive Officer and the Cooperative or the Board.

4.3 Management. Under the direction of the Board, managers shall have general charge of the ordinary and usual business operations of the Cooperative. The managers shall endeavor to conduct the business in such a manner that the Members will receive just and fair treatment. The Board may authorize the hiring of one or more non-natural persons to serve as manager of the Cooperative.

4.4 Reports of Business Activity and Finances. The Board 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 illustration 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.

4.5 Review of Financials. The Board shall have the Cooperative’s financial statements reviewed by a qualified professional at least at the end of each fiscal year and at other times as it deems necessary.

4.6 Depository. The Board 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 or other types of electronic payments - 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.

4.7 Agreements with Members. The Board 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.

4.8 Nepotism. No immediate relative of any Steward shall be regularly employed by the Cooperative unless approved in writing by a vote of a simple majority of disinterested Stewards. Immediate relative is defined as father, mother, brother, sister, spouse, common law domestic partner, son, daughter, son-in-law, or daughter-in-law.

ARTICLE V

CAPITAL

5.1 Notice of Records. All allocated shares of the Cooperative’s Net Margins (as defined in Section 5.3.3) 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 may prescribe.

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

5.2.1 Gross Receipts. All proceeds resulting from member dues, income from non-members, revenue resulting from the ordinary course of the Cooperative’s operating activities, plus all sums received from all other sources, except loans, grants, and contributions to this Cooperative and investments in its capital, shall be deemed to be “Gross Receipts.”

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

5.2.2.1 Lawful Exclusions and Deductions. 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.

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5.2.2.2 Reserves. The Board may establish amounts for reasonable and necessary reserves for bad debts, contingent losses, working capital, debt retirement, and membership equity retirement (“Reserves”). 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 Reserves 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.

5.2.2.3 Contributions to Surplus. The Net Margins, less any tax liability of the Cooperative accruing therefrom, attributable to business done for person or entities 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. 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.

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5.3.3. 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” or “Net Margins” which term shall encompass net margins of Patron Members entitled to share in the allocation of Net Margins of the Cooperative. A new Member's allocation of the Cooperative's Net Margins for the year in which it became a Member shall be based on the relationship of the Member's Patronage Activity (as defined in Section 5.3.5.4) after it became a Member to the total Patronage Activity of all Patron Members for that year. Net Margins shall be allocated on equal footing as determined by the Board.

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