User Governance

We are governed by our users on a "one user, one vote" basis. Here, we explain our user governance in detail.

Cooperatives are democratically governed by their customers on a "one member, one vote" basis. This means that each customer gets one vote for each corporate governance matter that is submitted to customers for a vote, like electing a board of directors, which oversees all business affairs, and voting on major initiatives and transactions.

As a measure of protection against a hostile takeover in our growth stage, we have included a temporary provision in our Bylaws that makes the founder the sole voting user until no later than six (6) months after we reach 1,500,000 users and have collected in cash $15,000,000 in cumulative gross revenue, which includes voluntary financial contributions from our users. This coincides with our first user vote to elect directors to increase the size of our board – discussed in section 4.

This temporary provision has no impact on any of our users' eligibility to receive their user dividends.

Once this temporary provision terminates, each user automatically receives their voting rights – discussed in section 3. The founder will then have the same voting rights as every other user.

User voting rights include one (1) vote for each elected seat on our board of directors and one (1) vote for each other business item submitted to a user vote by our board, CEO, or users themselves.

The affirmative vote of more than fifty percent (50%) of users who vote is enough to elect a board director or approve a business item.

No quorum of users is required for any user vote, except for a five percent (5%) user quorum on the user votes that are required to make any change to our Articles of Incorporation – our "constitutional" document.

Our business affairs are managed by our board and the officers and employees that it appoints, like our CEO.

Our board determines whether we distribute user dividends for any calendar year.

Given our early stage, our current board is our "initial board," which has been in place since our incorporation, and it consists of one (1) non-elected director, who is the founder.

Our board will increase to between three (3) and nine (9) directors no later than six (6) months after we reach 1,500,000 users and have collected in cash $15,000,000 in cumulative gross revenue, which includes voluntary financial contributions from our users.

This is how our board relates to our organization:

To complete this board increase, our users will elect at an annual or special user meeting all but one (1) director: our CEO, who is currently the founder and will serve on the board as chairperson by virtue of their office.

Each user-elected director will then serve a term of three (3) years, after which each must be re-elected by our users. User-elected directors cannot serve for more than nine (9) years. Our CEO can serve for the greater of nine (9) years or their tenure as CEO.

User votes on individual business items of any kind can occur at annual user meetings or special user meetings.

Here are some example of business-item topics that could appear on a ballot:

Annual user meetings can include user votes on individual business items of any kind, and our board decides which business items appear on the ballot. Any user can submit a business item for ballot consideration if it's supported by the signatures, electronic or otherwise, of 150 other users.

Special user meetings can include user votes on individual business items of any kind. These meetings can be called by our board, our CEO, or five percent (5%) of our users for any business purpose.

When our early stage takeover protection ends – discussed in section 2 – all of our users will effectively govern everything we do through their ability to call special user meetings, which can be used to decide on any business item.

When the board transitions from the initial board – discussed in section 4 – the board will consist of our users' elected representatives, except for our CEO, who serves at the pleasure of the board.

Here are our key "constitutional" protections for democratic user governance:

• Natural people only: this ensures that our users are human beings by barring corporations or any other legal entity that may be deemed a "person" from becoming a user.
• One vote per person: this prevents anyone from having more than one (1) vote in governing us, even if they have multiple user profiles.
• No proxies or designees: this ensures that users vote according to their own interests.
• The right to call special user meetings: this enables our users to organize and democratically conduct any business item they deem necessary.
• User powers are in our articles: all key powers of our users are included in our Articles of Incorporation (users are "members" in this document), which our users control, and, because of that, no one can alter our users' key powers except for our users through a user vote.

User governance is conducted electronically to the fullest extent the law allows. We email our users to provide notice of and procedures relating to any governance matter that pertains to them.

User governance procedures are defined in our Articles of Incorporation and Bylaws.

All matters of our governance are defined in our Articles of Incorporation and our Bylaws.