ARTICLES OF INCORPORATION
This is our founding document. It makes our members the owners, puts our board of directors in charge of business affairs, and it empowers our members to elect the board and control these articles.
1. Name
The name of this Corporation will be User Cooperative.
2. Duration
The duration of this Corporation will be perpetual, not temporary.
4. Non-Stock Corporation
1. No shareholders. This Corporation will not be a stock corporation, and it will not issue stock.
2. Member-owned. As explained in these articles, this Corporation will be one hundred (100) percent owned and democratically governed by its members.
5. Membership
1. One class, open to anyone. This Corporation will have one class of membership, and membership will be open to any natural person. This Corporation will allow one (1) membership per natural person.
2. Application, no membership fee. To become a member, a person must apply. This Corporation's bylaws (“Bylaws”) will determine the form of application. No fees or other assessments of any kind will be required for membership.
3. No Liability. No member will be liable for any debt, obligation, or liability of this Corporation.
4. Non-Transferable. Membership will not be transferable and will not pass by any form of succession.
5. Voluntary Termination. A member will be able to voluntarily terminate their membership. If they do, they will not receive a payment or refund of any kind, and they will lose their rights and interest in this Corporation.
6. Termination for Inactivity. If a member does not use this Corporation’s services for three (3) years, their membership will automatically terminate without a payment or a refund of any kind, and they will lose their rights and interest in this Corporation. “Use” (noun) is defined in Article 9.
7. Termination for Cause. If this Corporation exercises any right under its terms of service, or other contracts, to terminate a member’s service account, that member’s membership may also be terminated without a payment or refund of any kind. In such membership termination, the member will lose their rights and interest in this Corporation.
8. More Terms in Bylaws. The Bylaws may specify other terms of membership if they do not violate these articles.
6. Member Voting
1. One Member, One Vote. Each member will have one (1) vote for each board of directors (“Board”) seat to be elected and one (1) vote on each other item of business submitted to a vote of members.
2. Members Vote for Themselves. Voting by proxies or designees will not be allowed.
3. Electronic Voting. Any member vote will be taken electronically to the full extent the law allows.
4. More Voting Procedures in Bylaws. Unless otherwise defined by these articles or required by law, voting procedures will be determined by the Bylaws.
7. Distribution of Surplus Funds
1. Definition of Surplus Funds. Unless otherwise defined by the Bylaws, “Surplus Funds” is a positive amount equal to (a) the calendar-year earnings of this Corporation’s cooperative business minus (b) the reserves the Board considers necessary for business purposes.
2. Dividends for Use. Surplus Funds will be returned to members as patronage dividends in cash, in kind, or both, in proportion to members’ Use. "Use” (noun) is defined in Article 9. A member’s patronage dividend for any period will be calculated as:
Member's dividend = Surplus Funds x (Member’s Use ÷ All members’ Use)
3. The Board Determines Dividends. According to the Bylaws, the Board will determine (a) Surplus Funds, (b) the time and manner of distributing Surplus Funds, and (c) all other matters related to declaring and distributing Surplus Funds that do not violate these articles. To avoid doubt, section 2 of this article and Article 9 may not be overridden without an amendment to these articles. Amendments to these articles are discussed in Article 15.
4. Annual Dividends by Default. Unless otherwise stated in the Bylaws, the Board will annually determine and distribute Surplus Funds for the prior calendar year.
5. Dividends Not Guaranteed. The Board may elect not to declare or distribute Surplus Funds if it determines that such election is in the best interests of the Corporation.
8. Disposition of Assets on Termination
If this Corporation dissolves or liquidates, any assets that remain after paying or providing for payment of corporate obligations will be distributed to this Corporation’s members on the date of dissolution or liquidation as a final patronage dividend in proportion to their Use of this Corporation's cooperative program since its inception. “Use” (noun) is defined in Article 9.
9. Accounting for Use
1. Definition of Use. “Use” means use of services of the cooperative program of this Corporation. Use for any period is quantified as (a) the sum of unique member-to-service calls, like a member’s clicks, taps, and swipes on an app or website, plus (b) the sum of unique service-to-member calls, like automatic pings to a member’s mobile device to retrieve GPS data for a navigation app.
2. A member must be signed in to their service account to receive credit for their Use.
3. Until this Corporation can account for Use, this Corporation will consider all members active users and equal recipients of any patronage dividends.
10. Management and Bylaws
1. Management. This Corporation will be managed by the Board and the officers and employees it appoints.
2. Bylaws, Board Oversight. The Bylaws govern this Corporation and can include any provision with respect to the management or affairs of this Corporation if it does not violate the law or these articles. The Board can adopt, alter, amend, or repeal the Bylaws.
3. Amending the Bylaws. The Bylaws may be altered, amended, or repealed by the affirmative vote of at least two-thirds of the Directors in office. “Director” is defined in Article 11. Any proposal for such change submitted for a vote, along with the names of the Directors who voted for and against it, will be sent electronically to all members no more than three (3) days after the vote is concluded.
11. Board of Directors
1. Three to Nine Directors. Except for the Initial Board, as stated in Article 14, the Company’s affairs will be managed by a Board of three (3) to nine (9) directors (“Directors”), as the Board determines. A change in the possible number of Directors requires an amendment to these articles. Amendments to these articles are discussed in Article 15.
2. Members Elect Directors. Members will elect all Directors except for the president of this Corporation (“President”), who serves as a Director by virtue of the office.
3. Maximum Years of Director Service. Elected Directors can serve for no more than nine (9) years. The President can serve as a Director for the greater of nine (9) years or their tenure as President.
12. Special Member Meetings
Special meetings of members can be called by the Board, the President, or at least five (5) percent of this Corporation’s members. Only business within the purpose or purposes described in the meeting notice can be conducted at a special meeting.
13. Initial Registered Office and Agent
1. The address of the initial registered office of this Corporation is 518 East Blanco, Suite 300, Boerne, Texas 78006.
2. The name of the initial registered agent of this Corporation is Diane Gasaway, whose physical address is 407 4th Avenue East, Suite 201, Olympia, Washington 98501 and mailing address is P.O. Box 256, Olympia, Washington 98507-0256.
14. Initial Board of Directors
There is one (1) Director at the time of adopting these articles:
Name: Matt Martensen
Address: 206 East Hosack Street, Boerne, Texas 78006
Term Expires: When no longer the President
15. Amendments to These Articles of Incorporation
1. Member Approval. Any proposed amendment to these articles will be adopted upon receiving the affirmative vote of at least two-thirds of the members voting on the proposed amendment.
2. Minimum Number of Members Voting. Five (5) percent of this Corporation’s members will constitute a quorum to vote on any proposed amendment to these articles.
16. Acceptance of Provisions of the Statute
This Corporation is intended to be qualified and maintained under the provisions of the Statute. This Corporation accepts the benefits of and will be bound by the provisions of the Statute.
3. Purpose
1. The purpose of this Corporation is to be the people’s tech company.
2. This Corporation can carry out every lawful activity authorized by the Revised Code of Washington, Chapter 24.06: Nonprofit Miscellaneous and Mutual Corporations Act (“Statute”).