GENERAL MEMBER AGREEMENT
This Member Agreement is made effective on the date it is executed (“Effective Date”) by and among Fuse Cooperative, a Colorado limited cooperative association (the “Cooperative”), and ______________________________, with principal place of business at _________________________________, herein referred to as “Member.
STATEMENT OF BACKGROUND INFORMATION
By the effective date of this Agreement, Member has applied for and been accepted by the Board of Stewards of the Cooperative (“Board” or “Board of Stewards”) to become a Member of the Cooperative, as defined in the Articles of Organization as filed with the Secretary of State of Colorado, as amended from time to time (“Articles of Organization”) and Bylaws of the Cooperative, as amended from time to time (“Bylaws”).
In consideration of the execution of this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. INCORPORATION BY REFERENCE
The Cooperative’s Bylaws and Articles of Organization are incorporated herein by reference.
2. AGREEMENTS OF THE MEMBER
1.1 Membership and Dues. Member agrees to subscribe to and pay for membership to the Cooperative at a price as set forth in Schedule 1 of the Bylaws, as amended from time to time. The membership interest shall be granted in the name of the Member upon execution of this Agreement.
2.1 Patronage, Governance, and Good Standing. The Member, as defined in the Bylaws, agrees to undertake such patronage responsibilities and participate in Cooperative governance functions and responsibilities, as determined by the Bylaws and the Board, and further agrees to remain in good standing as member of the Cooperative. Patronage Activity includes the aggregate value of the Cooperative’s goods and services purchased from or contributed by each Patron Member during the applicable fiscal period. The Board shall have the authority to develop, review, and revise the methodology by which to calculate the Cooperative’s aggregate Patronage Activity and each Patron Member’s respective allocable share of Patronage Activity. Each Patron Member’s allocable share of the Cooperative’s Net Margin and Net Losses shall be made according to each Member’s relative share of the aggregate Patronage Activity.
2.1.1 The Member shall be deemed to patronize the Cooperative by:
126.96.36.199 collaborating with contracts or hours of service, at a number or ratio determined by a policy of the Board; continuing engagement for certain periods, as required by the Cooperative, and other methods of input into the operations of the Cooperative, as further detailed in a policy of the Board. The Board will adopt a policy further providing for the activities which are acceptable annually for the purposes of calculating patronage, and a formula to measure such engagements based on the number of inputs, number of hours, or other means of evaluating the patronage activity of the Members.
188.8.131.52 acquiring services from the Cooperative;
184.108.40.206 any other reasonable obligations, as determined by the Board from time to time and made known to the Member with reasonable notice.
2.1.2 Members who do not engage in patronage activities may be considered Inactive Members and may have their governance rights suspended for a period equal to their inactivity. Members who do not engage in patronage activities are not entitled to patronage allocations and distributions for the period of inactivity.
2.2 Bylaws. The Member has received a copy of and acknowledges receipt of the Bylaws and Member agrees that they will comply with all provisions of the Bylaws, as amended from time to time, and will comply with all policies, rules, and regulations adopted by the Board. The Member further agrees that the Membership of the Cooperative held by the Member pursuant to this Agreement, or allocated in the future, will be held by the Member subject to all of the provisions of this Agreement, the Articles of Organization, the Bylaws, and all amendments and supplements thereto.
2.3 Tax. Each entity that becomes a Member on or after the effective date of the Bylaws 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” (as defined in Section 1388 of the Internal Revenue Code of 1986, as amended (the “Code”)) at their stated dollar amounts in the manner provided in Section 1385(a) of the Code, in the taxable year in which the Member receives the qualified written notices of allocation. Each Member shall be solely responsible for any tax liability incurred as a result of patronage with the Cooperative. Each Member shall indemnify and forever hold harmless the Cooperative from any claims of any kind arising out of their patronage or their purchase or holding of Membership.
2.4 Lien. The Member agrees that the Cooperative, to the extent of any indebtedness owing at any time to it by the Member, shall have a first lien upon and a right of set-off against all Membership or other units of the Cooperative's membership held by the Member and any patronage dividends which accrue for the account of or become distributable to the Member.
2.5 No Offsets. No Member qualified to share in allocations of Cooperative's Net Margins shall be entitled to demand offset of any portion of such entity’s allocated share of Net Margins retained by the Cooperative against any indebtedness or claim due the Cooperative by the Member.
3.1 No membership interest may be transferred to any person or entity not otherwise qualified to be a Member in the Cooperative in accordance with the Bylaws, except to the Cooperative upon the redemption or acquisition thereof by the Cooperative, under section 5.5.3 of the Bylaws. The right of the Cooperative to redeem a Membership Unit is set forth in the Bylaws.
3.2 The Cooperative shall not, nor shall it be required to, transfer, issue, or reissue any of the Membership Unit in violation of this Agreement or without proof of compliance with this Agreement, the Bylaws, and the Articles of Organization.
4. MANAGEMENT. The Cooperative’s Board of Stewards or an authorized representative or delegate (including any committee thereof) will have all necessary powers and authority to administer and enforce the terms of this Membership Agreement, to the extent not inconsistent with the Bylaws.
5. INAPPLICABILITY OF AGREEMENT IN CERTAIN CIRCUMSTANCES.
5.1 Merger, Consolidation or Sale of Assets. Nothing contained in this Agreement shall be deemed to prevent or restrict any merger or consolidation of the Cooperative into or with one or more other corporations or other legal entities, or any sale, exchange, lease, mortgage, pledge or other disposition of all or substantially all of its assets to any person or persons, in accordance with any applicable provisions of law and of the Articles of Organization and Bylaws then in effect. No provision of this Agreement shall apply to any units or other securities of any issuer received upon a merger, consolidation or sale, exchange, lease, mortgage, pledge or other disposition of assets unless at the time of the merger, consolidation or disposition of assets the units or other securities received are made subject to this Agreement by written agreement of all the Members.
5.2 Dissolution of Cooperative. The Cooperative may be dissolved at any time pursuant to the Bylaws. If the Cooperative is dissolved, (a) the Board of Stewards shall proceed with reasonable promptness to liquidate the business of the Cooperative, (b) this Agreement shall no longer be applicable, (c) no sale of Membership Units otherwise provided or allowed by this Agreement shall occur, and (d) each Member or the Member’s legal representative shall instead receive the Member’s proportionate share, if any, of the Cooperative’s assets upon such winding up and dissolution in accordance with priorities established by the Articles of Organization, the Bylaws or law.
6. AGREEMENTS REGARDING MEMBERS. The following sections are intended to highlight and summarize certain key sections of the Articles and Bylaws. These are not exhaustive and do not substitute for reviewing the Cooperative’s governing documents. The Articles of Organization and Bylaws shall at all times be, and be interpreted to be, consistent with the provisions of this Agreement but such Articles of Organization and Bylaws, as amended from time to time, shall take precedence over this Agreement.
6.1 Member Termination. A Member may, for any lawful reason, be suspended, expelled, or terminated from the Cooperative by proposal of at least 50% of the Members or initiated by the Board. Members shall be given ninety (90) calendar days written notice to a hearing where the Board decides on the reasons for expulsion, suspension, or termination set under Section 1.8.1 of the Bylaws. If the Board or its committee finds that the circumstances for termination, suspension, or expulsion to be true, the Board may decide to terminate, effective immediately, such Member’s voting rights and/or, in its sole discretion, membership in the Cooperative. The Board may, in exigent circumstances, shorten the notice period in this Section.
6.2 Member Withdrawal. In accordance with the Bylaws, a Member may withdraw as a Member from the Cooperative by providing the Board a written notice of resignation thirty (30) calendar days prior to such resignation or withdrawal taking effect.
6.4 Effect of Resignation or Termination. Resignation or expulsion automatically results in termination of that Member’s representative from their position as Steward and Officer, if applicable, of the Cooperative.
6.5 Other Tax Matters. An entity who ceases to be a Member (the “Terminating Member”) must indemnify and hold the Cooperative and the other Members harmless against any tax liability, federal, state, or local, assessed against the Cooperative for open tax years and which is related to benefits of a personal nature to the Terminating Member, and a proportionate unit of any such tax liabilities assessed against the Cooperative for open years and which is related to benefits of a general nature not benefitting primarily any of the Members. The Cooperative will reimburse the Terminating Member a proportionate unit of any tax refunds paid to the Cooperative related to years in which the terminating Member was a Member and involving benefits of a general nature and one hundred percent (100%) of any tax refund involving benefits of a personal nature benefitting the Terminating Member.
6.6 Settlement of Disputes. The Parties agree to adhere to the dispute resolution process as described in the Bylaws and any policy adopted by the Board.
7.1 Confidential Information. All identifying information of the Members, furnished by the Member to the Cooperative by any means, and any information expressly designated as “confidential” by the Cooperative (“Confidential Information”) will be kept in strict confidence and shall be considered trade secrets of the Cooperative, subject to indemnification of the Cooperative by Member as provided in this Agreement. Upon termination of the membership privileges in the Cooperative, all Confidential Information shall be either immediately destroyed or returned to the Cooperative or its agent which had been provided by the Cooperative; provided that the requirement to maintain confidentiality of the Confidential Information shall continue following the termination of the membership and this Agreement. The Member shall have no right to use the Confidential Information without the prior written consent of the Cooperative.
7.2 Indemnification. To the fullest extent permitted by law, the Member will indemnify and hold the Cooperative harmless from any claim, loss or damage and expenses, including all costs and attorneys’ fees, resulting to Cooperative, directly or indirectly, from Member’s inadequate performance of or failure to perform any of Member’s obligations under this Agreement, including without limitation Member's obligations in relation to the Cooperative’s performance of the Services. Member shall assume full responsibility for its employees, officers, agents and business invitees. Member agrees to indemnify and hold Cooperative harmless from and against any claim, loss, or damage, including all defense costs and attorneys’ fees, which may be asserted by any person arising out of any actions or omissions or claimed actions or omissions by Member or its employees, officers, agents or business invitees, including, but not limited to third party actions for injury or death, and regardless of any collateral or contributing factors on the part of anyone.
7.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE SHALL NOT BE LIABLE IN ANY WAY AND BY ANY THEORY FOR CLAIMS, LOSSES, DAMAGES OR BREACHES ARISING IN CONNECTION WITH MEMBER OR A THIRD PARTY’S USE OF MEMBER PROVIDED INFORMATION TO THE EXTENT OUTSIDE THE REASONABLE CONTROL OF THE COOPERATIVE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COOPERATIVE DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, OR CLAIM, OR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM OR IN ANY WAY CONNECTED WITH MEMBER’S MEMBERSHIP IN THE COOPERATIVE, OR ANY OF ITS SERVICES OR THOSE OFFERED THROUGH THE COOPERATIVE BY THIRD PARTIES, EVEN IF MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES. IN NO EVENT SHALL THE COOPERATIVE’S TOTAL LIABILITY TO MEMBER FOR ALL DAMAGES, CAUSES OR CAUSES OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ARISING FROM MEMBER’S MEMBERSHIP IN THE COOPERATIVE EXCEED THE MEMBER’S MEMBERSHIP PRICE PLUS ANY DECLARED BUT UNDISTRIBUTED PATRONAGE DIVIDENDS.
7.4 Specific Enforcement and Injunctive Relief. Because of the unique relationship of the Members in the Cooperative and the unique value of their interest in it, in addition to any other remedies for breach of this Agreement, this Agreement shall be specifically enforceable.
7.5 Additional Documentation Required. All persons, individuals or entities, bound by or subject to this Agreement, their heirs, legal representatives, successors, and assigns, shall execute and deliver any and all documents or legal instruments necessary to carry out the provision of this Agreement.
7.6 Term and Termination. The term of this Agreement shall be governed by the Bylaws’ provisions governing withdrawal and termination of membership.
7.7 Notices. All notices required under this Agreement shall be in writing. The Member accepts the Cooperative’s use of blockchain and subsequent technology as a means of receiving notice and agrees to keep its information updated with the Cooperative for this purpose. Notice will be deemed effective 24h from its issuance by the Cooperative.
7.8 Governing Law. This Agreement shall be governed by the laws of the State of Colorado in all respects.
7.9 Multiple Counterparts. This Agreement may be executed simultaneously in counterparts, and may be executed by way of electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
7.10 Entire Agreement. This Agreement, along with all schedules, exhibits, the Articles of Organization, and the Bylaws sets forth the entire agreement among the parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations or agreements among any of the parties with respect to the subject matter hereof, whether written or oral. Save for the Articles of Organization and the Bylaws, and save as provided otherwise in this Agreement, no provision of this Agreement shall be altered, amended, or revoked except by an instrument in writing signed by the Cooperative and the Members owning all of the Membership of the Cooperative.
7.11 Binding Effect. This Agreement shall extend to and be binding upon the parties and their heirs, legal representatives, successors, and assigns.
7.12 Severability. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, an arbitrator or court of competent jurisdiction is authorized and directed to modify the provision to the extent necessary for it to be legal and enforceable, or if that is not possible to sever the illegal or unenforceable provision, and in either case, the remainder of this Agreement shall continue in full force and effect.
[Signature Page Follows]
Date of Approval of General Member by the Board: [date]
Effective Date of Agreement: […], 202?.
The parties agree to be bound by the foregoing.
GENERAL MEMBER: COOPERATIVE: FUSE COOPERATIVE
Print Name:______________________________ Print Name:_____________________________
Date: ______________________ Date: ______________________
Email for notices:__________________________
Member’s appointed representative: