Member Agreement
NextGen Cooperative LLC
A Worker-Owned Tennessee Limited Liability Company
This Member Agreement (the “Agreement”) of NextGen Cooperative LLC, a Tennessee limited liability company (the “Cooperative”) is entered into on ____ by and between the persons whose names appear in the attached Exhibit A (each a “Member” and collectively, the “Members”).
Article I
Formation and Purposes
1.1
Organization. The Cooperative was formed upon the filing of Articles of Organization with the Tennessee Secretary of State on March 18, 2021. The Articles are hereby adopted and approved by the Members. The rights and obligations of the Members and the administration and termination of the Cooperative shall be governed by this Agreement, the Articles, and applicable law.
1.2
Name and Place of Business. The name of the Cooperative is NextGen Cooperative LLC. The Cooperative’s principal place of business shall be located at 205 Walnut Lane Ext, Dyersburg, TN 38024, or at such other place as the Bored may determine.
1.3
Purposes and Powers. The Cooperative intends to operate as a worker Cooperative and is formed for the purpose of providing technology services, and any other lawful purposes consistent with the Articles. The Cooperative has the power to do all things necessary for or in furtherance of these purposes.
1.4
Term. The term of the Cooperative is indefinite and shall continue until terminated under the terms of this Agreement or as provided by law.
1.5
Federal Tax Status. The Cooperative shall be taxed as a C corporation for federal tax purposes and operated on a Cooperative basis under Subchapter T of the Internal Revenue Code.
1.6
Registered Agent. The Cooperative shall maintain a registered agent. The Cooperative’s initial registered agent in the State of Tennessee is Patrick Burch.
Article II
Definitions
2.1 The following terms are defined as set forth below:
“Active Member” means any Member who is not an Inactive Member under Section 3.6 (“Inactive Members”).
“Agreement” has the meaning set forth in the Preamble.
“Articles” means the Articles of Organization of the Cooperative.
“Board” means the Board of Managers of the Cooperative.
“Bored” (sic) means the Board of Managers.
“Capital Account” means, with respect to each Member, the separate “book” account for such Member to be established and maintained in all events in accordance with Treasury Regulation § 1.704-1(b)(2)(iv), as amended, and other applicable provisions of Treasury Regulation § 1.704-1(b).
“Capital Contribution” means the amount contributed by a Member to the Cooperative, in the form of cash, property, or promissory notes or other obligations, as set forth in Exhibit A. Member loans to the Cooperative are not Capital Contributions.
“Code” means the Internal Revenue Code of 1986, as now in effect or may hereinafter be amended, or any successor revenue law.
“Collective Account” means the Surplus, Profit, and reserves that are retained in the Cooperative as working capital and not allocated or distributed to Members.
“Cooperative” has the meaning set forth in the Preamble.
“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process.
“Inactive Member” means a Member who meets the criteria set forth in Section 3.6 (“Inactive Members”).
“Joinder Agreement” means the Joinder Agreement attached as Exhibit B.
“Managers” means the individuals elected to the Bored of the Cooperative.
“Member” has the meaning set forth in the Preamble.
“Membership” means the state of being a Member.
“Membership Interest” means a Member’s collective rights in the Cooperative, including (a) economic interest; (b) right to vote or participate in management; and (c) any right to information concerning the Cooperative’s business and affairs.
“Patronage Contribution” means the amount (in hours) of labor actually contributed by a Member to the Cooperative and documented by Member time sheets or customer work site records that specify the date, time, and nature of the work performed.
“Patronage Dividends” shall have the definition contained in § 1388(a) of the Code.
“Profit” means the excess of revenues and gains over expenses and losses for a fiscal year attributable to non-Member labor.
“Prospective Member in Training” means an individual enrolled in the Cooperative’s technology training program.
“Subscription Fee” means the price of purchasing and retaining a Membership Interest in the Cooperative, as set forth in Section 3.5 (“Subscription Fee”).
“Surplus” means the excess of revenues and gains over expenses and losses for a fiscal year attributable to Member labor.
“Transfer” means to sell, hypothecate, pledge, assign, attach, or otherwise transfer, whether voluntarily or involuntarily.
Article III
Membership Interests
3.1 Member Classes. There shall be two (2) classes of Membership: Active Members and Inactive Members. All Members shall be Active Members unless classified as Inactive Members under Section 3.6 (“Inactive Members”).
3.2 Membership Qualifications. Members shall be natural persons who (a) work on behalf of the Cooperative, (b) have completed the candidacy period in Section 3.3 (“Membership Candidacy Period”), unless waived by the Bored, (c) have been accepted for admission under Section 3.4 (“Admission of New Members”), (d) have paid any Subscription Fee required under Section 3.5 (“Subscription Fee”), unless waived by the Bored and ratified by the Active Members as presenting a financial hardship to the worker, and (e) have signed this Agreement or the Joinder Agreement attached as Exhibit B, as well as any other documents required by the Bored.
3.3 Membership Candidacy Period. A worker may be considered for Membership after completing a candidacy period of one thousand (1,000) work hours. The Bored shall determine whether and how many work hours performed by a Prospective Member in Training shall count towards the candidacy period. The candidacy period may be partially or fully waived if the worker is competent in their technical area or has recruited clientele to the Cooperative, provided that the waiver is approved by the Bored and the Active Members.
Upon completion of the candidacy period, the Cooperative will notify the worker in writing of his or her option to apply for Membership under Section 3.4 (“Admission of New Members”) and provide the worker with a copy of this Agreement. The worker may apply for Membership at any time after completing their candidacy period.
3.4 Admission of New Members. The Bored may set forth any reasonable application procedures for admission to the Cooperative. The Cooperative may admit a worker as a new Member with (a) the recommendation of the Bored, (b) a seventy-five percent (75%) vote of Active Members, and (c) upon satisfaction of all qualifications set forth in Section 3.2 (“Membership Qualifications”). New Members shall be bound by this Agreement, including all current and future amendments. Exhibit A shall be amended to reflect the admission of new Members.
3.5 Subscription Fee. Members shall pay the Cooperative a non-refundable Subscription Fee each year. The Subscription Fee shall be determined by the Bored but shall not exceed $100 without the approval of the Active Members.
3.6 Inactive Members. Inactive Members are Members who have: (a) provided seven (7) days’ notice to the Bored of their intent to take a leave of absence from their work for the Cooperative, which shall last no longer than three (3) years; (b) been deemed Inactive Members by the Bored after at least thirty (30) days of inactivity or fourteen (14) days of non-responsiveness while assigned to an active project; or (c) been suspended by the Bored under Section 3.8 (“Suspension of a Member”). Inactive Members are not eligible to vote on any matter and may not work for the Cooperative or serve as Managers or Officers; they shall be deemed to have resigned from any such position upon becoming an Inactive Member. Inactive Members may request their return to Active Member status at any time. Reinstatement of Active Membership is subject to the discretion of the Bored.
3.7 Termination of Membership. Membership in the Cooperative shall terminate upon the following events: (a) death of the Member; (b) the Member’s delivery to the Bored of a notice of resignation, which shall be effective immediately unless the notice specifies a later date; (c) failure of an Inactive Member under Section 3.6(b) to resume Active Member status by the end of the fiscal year or sixty (60) days, whichever is longer; or (d) removal by the Cooperative as set forth in Section 3.9 (“Removal of a Member”).
3.8 Suspension of a Member. If the Bored determines that a Member has engaged in unlawful or improper conduct (including but not limited to harassment), or that their continued Membership would be harmful or disruptive to the Cooperative, the Bored may suspend the Member by a two-thirds (2/3) vote. Upon suspension, the Member shall automatically become an Inactive Member. The Bored shall promptly notify the Members of the suspension and refer the matter to the Members for a removal vote under Section 3.9 (“Removal of a Member”). At any point before the Member is removed, the Bored may reverse its suspension, upon which the Member will resume Active Member status.
3.9 Removal of a Member. A Member who has been suspended by the Bored under Section 3.8 (“Suspension of a Member”) may be removed by the vote of seventy-five percent (75%) of Active Members.
3.10 Reinstatement of a Member. A Member who has been terminated as set forth in Section 3.7 (“Termination of Membership”) may be reinstated as an Active Member by a two-thirds (2/3) vote of the Active Members.
3.11 Payment on Termination. If a Member’s Membership is terminated for any reason, the Member’s Capital Account balance as of the end of the most recent fiscal quarter will automatically convert to debt owed to the former Member. The Cooperative shall repay the debt within three (3) years of termination, with interest accruing at the discount rate set by the Federal Reserve Bank of Atlanta on the Capital Account balance at the end of each fiscal year. The Bored, in so settling the Member’s Capital Account balance, shall have the right to set off any and all indebtedness of the Member to the Cooperative. The Member shall not be entitled to any other payment under this Agreement.
3.12 Transfer Prohibited. No Member may Transfer his or her Membership Interest in whole or in part.
3.13 Limited Liability. The Members shall not be liable for the debts, obligations, losses, liabilities, or expenses of the Cooperative except as expressly provided by this Agreement or applicable law.
Article IV
Allocations and Distributions
4.1 Capital Accounts. The Cooperative shall establish and maintain an individual Capital Account for each Member. The balance of a Member’s Capital Account shall be credited by (a) any Capital Contribution made by the Member, and (b) the amount of any written notice of allocation of Patronage Dividends to the Member. The balance shall be debited by (a) losses allocated to the Member, and (b) payment in cash or other property of Patronage Dividends.
4.2 Capital Contributions. No Member shall be required to make any Capital Contribution. A Member may make a Capital Contribution with unanimous consent of the Members. Members have no right to withdraw Capital Contributions.
4.3 Determination of Surplus and Profit. Surplus and Profit shall be determined in accordance with generally accepted accounting principles and shall be computed without regard to any Patronage Dividends, Capital Contributions, or income taxes.
4.4 Allocation of Profit. Any Profit shall be credited to the Collective Account, unless otherwise determined by the Bored.
4.5 Allocation of Surplus. Any Surplus shall be credited to the Collective Account as necessary to bring the year’s contribution to the Collective Account up to twenty-five percent (25%) of the year’s combined Profit and Surplus, or such other percentage as the Bored may determine and the Active Members ratify. All other Surplus shall be allocated as Patronage Dividends in direct proportion to the Patronage Contributions of the Members during the fiscal year.
4.6 Allocation of Loss. Any loss shall be allocated seventy-five percent (75%) to Capital Accounts in direct proportion to Patronage Contributions during the fiscal year and twenty-five percent (25%) to the Collective Account, or such other percentages as the Bored may determine. If a loss is debited to an individual Capital Account that represents Surplus previously credited to the Member in the form of a non-qualified written notice of allocation, the Member will either be directed by the Bored to pay an assessment to cover the loss (resulting in a reduction in current tax liability), or the loss will be carried back or forward.
4.7 Patronage Dividends. Patronage Dividends may be issued in the form of qualified written notices of allocation and/or non-qualified written notices of allocation, as the Bored may determine. A written notice of allocation is a certificate issued to each Member specifying the amount and type of the Patronage Dividend allocated to the Member. In all cases, at least twenty percent (20%) of the amount of qualified written notices of allocation must be paid to the Member in cash within 8.5 months of the end of the fiscal year.
4.8 Periodic Payment of Capital Accounts. The Cooperative shall aim to distribute in cash or other property to the Members all amounts credited to their Capital Accounts (except Capital Contributions) within three (3) years of the date they were first credited. As a general rule, written notices of allocation credited to Capital Accounts (including notices converted to debt upon Membership termination) will be paid out in the order in which they are credited, with the oldest paid out first; however, the Bored may decide to accelerate the repayment of debt owed to former Members on a case by case basis. The Cooperative shall not make payments that would result in (a) the Cooperative’s inability to pay its debts as they become due, (b) the Cooperative’s total liabilities exceeding its total assets, or (c) any violation of applicable law. If the Cooperative does not have sufficient funds to pay out all funds credited to Capital Accounts for a given fiscal year, then funds will be paid out in proportion to the balance in the Capital Accounts.
4.9 Member Covenant to Declare Income for Tax Purposes. Each Member shall include on his or her income tax return the amount of any qualified written notices of allocation (as defined in § 1388 of the Code) at their stated dollar amounts in the manner provided in § 1385(a) of the Code in the taxable year in which such qualified written notices of allocation are received by the Member.
4.10 Unclaimed Equity Interests. Any proprietary interest in the Cooperative held by a Member that would otherwise escheat to the State of Tennessee as unclaimed personal property shall instead become the property of the Cooperative if the Cooperative gives at least sixty (60) days prior notice of the proposed Transfer to the affected Member by (a) first-class mail to the last address of the Member shown on the Cooperative’s records, and (b) by publication in a newspaper of general circulation in the county in which the Cooperative has its principal office. No property or funds shall become the property of the Cooperative if written notice objecting to the Transfer is received by the Cooperative from the affected Member prior to the date of the proposed Transfer.
4.11 Member Loans. Members may issue short-term, interest-free loans to the Cooperative if approved by a unanimous vote by the other Active Members. Member loans to the Cooperative will not be credited to the Member’s Capital Account. The Bored shall have discretion to negotiate the terms of any such loan.
Article V
Board of Managers
5.1 Board of Managers. The Cooperative is a manager-managed LLC. The business, property, and affairs of the Cooperative shall be managed, and all powers of the Cooperative shall be exercised, by or under the direction of the Bored. The Bored shall: (a) propose an annual budget to be approved by the Active Members; (b) approve new projects; (c) determine the portion of revenue from each project that will be (i) paid as wages for each sub-part of the project, and (ii) retained by the Cooperative; (d) hire and terminate non-member workers; (e) recommend prospective Members for approval; and (f) undertake all other decisions and responsibilities necessary for the management of the Cooperative, except those that are expressly reserved to the Members or as the Bored may determine should be decided or ratified by the Active Members.
5.2 Number and Qualifications. The Bored shall consist of at least two (2) individuals or ten percent (10%) of the total number of Members, whichever is larger. Managers must be Active Members of the Cooperative.
5.3 Term. Each Manager shall serve a term of two (2) years and until a successor is elected and qualified. Managers may serve unlimited consecutive terms.
5.4 Election. The Active Members shall elect each Manager by a majority vote. In the event of a vacancy on the Bored due to resignation or removal, the Active Members may elect a Manager to fill the remainder of the term.
5.5 Removal. A Manager may be removed by a seventy-five percent (75%) vote of all Active Members. Any Active Member may request a removal vote for any reason, but the Member must state the reason when notice of the vote is given. The Bored may remove a Manager who has failed to respond to Bored communications or otherwise perform their Manager duties for a period of fourteen (14) days and has not responded within twenty-four (24) hours to a notice of pending removal delivered at the conclusion of such fourteen (14) day period.
5.6 Resignation. A Manager may resign effective upon giving written notice to the Bored. Unless the notice specifies a later effective date, the Manager shall be deemed to have resigned immediately upon resignation. A Manager whose Membership is terminated under Section 3.7 (“Termination of Membership”) or who has become an Inactive Member subject to Section 3.6 (“Inactive Members”) is deemed to have resigned from the Bored on the date that the Manager is no longer an Active Member.
5.7 Duties. The Bored shall do all things necessary to ensure the Cooperative’s compliance with this Agreement and all applicable law. Managers shall have duties of care, loyalty, good faith, and candor to the Cooperative. The fact that a Manager is employed by or otherwise works for another technology services company shall not in itself be deemed a violation of the duty of loyalty, provided that the Manager discloses such work to the Bored.
5.8 Management Meetings. The President shall set the date and time of meetings, which shall be preceded by two (2) days’ notice. Meetings may be held by teleconference or any other electronic means by which the participants can simultaneously hear each other. Participation by such means shall constitute presence at the meeting in person. Unless the Bored determines by a unanimous vote that the minutes should be kept confidential due to sensitivity of the content, all meeting minutes shall be provided to the Membership by email or shared on a group website or file sharing service (such as a Discord channel) within seven (7) days of the meeting. The Bored must hold at least one (1) Management Meeting per year.
5.9 Waiver of Notice. A Manager may waive notice by (a) executing a written waiver before or after the meeting, which is then filed in the records of the Cooperative, or (b) attending the meeting.
5.10 Quorum. A presence of a majority of Managers then serving shall constitute a quorum for the transaction of business at a meeting.
5.11 Voting. Each Manager shall have one vote. The affirmative vote of a majority of Managers in attendance at a meeting at which a quorum is present shall be an act of the Bored.
5.12 Action Without a Meeting. The Bored may act without a meeting if (a) each Manager receives notice of the proposed action, (b) the number of Managers that would be sufficient to approve the measure at a meeting submits one or more written consents to the proposed action, and (c) such written consents are filed in the records of the Cooperative.
5.13 Compensation. Managers may be paid reasonable compensation for management services. The Cooperative shall reimburse Managers and their agents for reasonable expenses actually incurred on behalf of the Cooperative or in the fulfillment of their duties to the Cooperative as such.
5.14 Conflicts of Interest. If a Manager has a conflict of interest with respect to any contemplated transaction, the following steps shall be taken: (a) the Manager shall disclose the conflict and all material facts pertaining to the conflict to the Bored; (b) the Manager must recuse himself or herself from the deliberations and vote on the transaction, except to provide information requested by the Bored; and (c) disinterested Managers must approve the transaction. A conflict of interest exists when a Manager has a material financial interest in the transaction (other than as a Member of the Cooperative) or if other circumstances exist that could reasonably be expected to impair the Manager’s impartiality with respect to the transaction.
Article VI
Officers
6.1 Officers Generally. The Bored shall designate a President (a/k/a Captain), Treasurer (a/k/a Quartermaster), and Secretary (a/k/a Sailing Master), as well as other officers the Bored may deem advisable. All Officers shall be chosen from among the Bored. The same person may hold more than one office, but may not execute, acknowledge, or verify any instrument in more than one capacity.
6.2 Term. The Officers shall serve until removed by the Bored or their delivery of a written notice of resignation to the Bored. The Bored may remove an Officer with or without cause. Resignation shall be effective immediately unless the notice of resignation specifies a later effective date.
6.3 President (a/k/a Captain). The President shall: (a) preside at and conduct all meetings of the Bored and Members; and (b) have authority to sign and execute, in the name of the Cooperative, all deeds, mortgages, bonds, contracts, and other instruments to be executed on the Cooperative’s behalf.
6.4. Treasurer (a/k/a Quartermaster). The Treasurer shall: (a) ensure timely and adequate financial management and reporting; (b) keep and maintain full and accurate books and records of account of the Cooperative; (c) provide an account of all transactions and financial statements to the Bored upon request; (d) receive and give receipts for monies due to the Cooperative; (e) deposit all monies and other valuables in the name and to the credit of the Cooperative in such banks or other depositories as may be designated by the Bored; (f) disburse the Cooperative’s funds as the Bored may request; (g) advise the Bored of any significant financial matters that require action by the Bored; and (h) generally perform all duties incident to the office of treasurer and such other duties as may be assigned by the Bored.
6.5 Secretary (a/k/a Sailing Master). The Secretary shall: (a) keep accurate records and minutes of all meetings, proceedings, and actions of the Bored and Members; (b) in advance of each Bored and Member meeting, distribute minutes of the previous meeting; (c) deliver all notices of Bored and Member meetings to those persons entitled to vote at such meetings; (d) maintain the minutes and a current listing, with contact information, of the Cooperative’s Members and Bored; (e) authenticate records of the Cooperative; and (f) generally perform all duties incident to the office of secretary and such other duties as may be assigned by the Bored.
6.6 Compensation. Managers may be paid reasonable compensation for management services. The Cooperative shall reimburse Managers and their agents for reasonable expenses actually incurred on behalf of the Cooperative or in the fulfillment of their duties to the Cooperative as such.
Article VII
Member Governance
7.1 Annual Meeting. The Active Members shall hold an annual meeting at a fixed time each year. The Active Members may set the time for such a meeting by any method they deem advisable. The Active Members may also delegate the setting of the annual meeting to the Bored. Should a quorum not be reached at the set meeting time, the Active Members shall set a new meeting as soon as practicable.
7.2 Special Meetings. The Active Members may hold special meetings for any lawful purpose. Special meetings may be called by the Bored or by twenty percent (20%) or more of the Active Members.
7.3 Notice. Active Members shall be entitled to written notice of the annual Member meetings at least fourteen (14) days in advance for any Annual Member meeting and seven (7) days in advance for special meetings. Such notice shall include the date, time, location, means of remote communication, meeting agenda, and text of any proposed amendments to the Articles or this Agreement.
7.4 Waiver of Notice. Members may waive notice of a meeting by (a) executing a waiver before or after the meeting that is filed in the records of the Cooperative, or (b) attending the meeting.
7.5 Quorum. At all meetings, the presence of a majority of the Active Members shall constitute a quorum for the transaction of business.
7.6 Voting. Each Active Member shall have one (1) vote. Except as otherwise provided in this Agreement, the affirmative vote of a majority of the Active Members at a meeting at which a quorum is present shall constitute an action by the Members.
7.7 Remote Participation. Active Members may participate in any meeting and vote by means of teleconference or any other remote communications system that enables all participants to simultaneously hear each other. Participation by such means shall constitute presence in person at a meeting.
7.8 Action Without a Meeting. The Active Members may act without a meeting if (a) the Bored delivers a notice to each Active Member describing the action to be taken and the deadline for submitting a vote, (b) the Members have at least seven (7) days to submit their votes; (c) the number of Active Members that would be sufficient to approve the measure at a meeting submit ballots with affirmative votes on or before the deadline, and (d) all submitted votes are filed in the records of the Cooperative. Votes may be submitted through a shared electronic platform provided that workers are subject to an identity authentication process.
7.9 Proxies. Active Members may vote by proxy. Proxy appointments must be executed in writing by the Member and delivered to the Cooperative before or at the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy appointment.
7.10 Required Member Approval. The following shall require approval by the Active Members: (a) annual budgets proposed by the Bored; (b) admission and removal of Members; (c) approval of compensation for Manager services; (d) other matters where this Agreement expressly requires Member approval; and (e) any additional matters that the Bored, in its sole discretion, refers to the vote of the Active Members.
7.11 Disclosure on Demand. Each Member shall have the right to make reasonable demands of the Bored for information related to the Cooperative’s affairs.
Article VIII
Indemnification and Insurance
8.1 Indemnification. The Cooperative may indemnify, in part or in whole, any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she was a Member, Manager, or Officer of the Cooperative. Indemnification must be approved by the Bored after a finding that the person to be indemnified acted in good faith.
8.2 Insurance. The Cooperative may purchase directors and officers, errors and omissions, comprehensive commercial liability insurance, and any other policy as the Bored determine is prudent, containing such terms, policy limits, and exclusions as are customary and commercially reasonable.
Article IX
Dissolution
9.1 Events of Dissolution. Unless the Members elect to continue the Cooperative, the Cooperative shall be dissolved upon the occurrence of any of the following: (a) the unanimous consent of the Active Members; (b) any event that makes it unlawful or impossible to continue the Cooperative’s operations; or (c) the sale, disposition, or abandonment of all or substantially all of the Cooperative’s assets without replacement within a reasonable time.
9.2 Distribution of Assets upon Dissolution. Upon the Cooperative’s dissolution, the assets of the Cooperative (including cash or property received upon the sale or other disposition of assets in anticipation of or in connection with such dissolution) shall be applied as follows: (a) first, to repay any indebtedness of the Cooperative, whether to third parties or to the Members, in the order of priority required by law; (b) second, to any reserves that the Bored deems reasonably necessary for contingent or unforeseen liabilities or obligations of the Cooperative (which reserves when they become unnecessary shall be distributed in accordance with the provisions of (c) and (d) of this subsection); (c) third, to the Members in the amounts of their positive Capital Account balances; and (d) to the current and former living Members in proportion to their aggregate Patronage Contributions during their Membership in the Cooperative. Liquidating distributions to the Members may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Bored.
Article X
Books and Records
10.1 Bank Accounts. All Cooperative funds shall be deposited and maintained in one or more bank or investment accounts opened in the Cooperative’s name. The Bored shall determine the financial institution(s) at which accounts will be maintained, the type(s) of account(s), and the person(s) who will have deposit and withdrawal authority.
10.2 Maintenance of Books and Records. The Cooperative shall maintain the following records at its principal office or in a digital format on a secure server: (a) complete and accurate books and records of accounts; (b) the Articles, this Agreement, and all amendments thereto; (c) meeting minutes and resolutions of the Bored and Members; (d) a record of Members’ names and essential contact information; and (e) other documents as are required under the applicable law and as necessary and appropriate consistent with prudent business practices. The Cooperative’s books, records, financial statements, and other documents shall be available for inspection by the Members at the Cooperative’s principal office or on the secured server.
10.3 Fiscal Year. The Cooperative’s fiscal year shall begin on January 1st and end on December 31st of each year.
10.4 Method of Accounting. The Cooperative’s accounting records shall be kept in a method to be determined by the Bored upon the advice of the Cooperative’s accountant and subject to the requirements and limitations of applicable law.
10.5 Notices. Except as provided in Section 4.10 (“Unclaimed Equity Interests”), all notices or other communications required under this Agreement shall be in writing and shall be considered effective upon the following: (a) hand delivery to the recipient’s address on file with the Cooperative; (b) immediately upon Electronic Transmission; or (c) three (3) business days after deposit in U.S. mail, registered or certified, postage prepaid, and properly addressed to the recipient’s address on file with the Cooperative.
Article XI
Miscellaneous Provisions
11.1 Amendments to this Agreement and Articles. This Agreement and the Articles may only be amended by a seventy-five percent (75%) vote of the Active Members, except that the Bored may revise Exhibit A without approval.
11.2 Entire Agreement. This Agreement constitutes the complete agreement between the Members as to the subject matter and supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty.
11.3 Governing Law. This Agreement and the rights and obligations hereunder shall be governed by the laws of Tennessee, without regard to conflicts of law principles. Any matter not specifically addressed in this Agreement shall be governed by the Tennessee Revised Limited Liability Company Act.
11.4 Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.
11.5 Waiver. No failure or delay in enforcing any provision of this Agreement shall operate as a waiver thereof. Any waiver must be in writing and shall only apply to the instance specified in such writing.
11.6 Assignment. This Agreement binds the parties hereto and their respective heirs, executors, administrators, representatives, successors, and assigns.
11.7 Severability. This Agreement is severable. If any provision of this Agreement is deemed invalid under the law of any jurisdiction, such invalidity shall not impair the operation of or affect those provisions of the Agreement that are valid.
11.8 Compliance with Law. The Bored shall execute all certificates and other documents and shall do all such filing, recording, publishing, and other acts as are appropriate to comply with the requirements of law for the Cooperative’s formation and operation and to comply with any laws, rules, and regulations as may be required to carry out the intent and purpose of this Agreement, including, but not limited to, the acquisition, operation, or holding of the Cooperative’s property.
11.9 No Third-Party Rights. This Agreement is made solely and specifically among and for the benefit of the Members and the Cooperative, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise. Nothing in this Agreement is intended to be for the benefit of any creditor or other person (other than the Members in their capacity as such) to whom or which any debts, liabilities, or obligations are owed by (or who or which otherwise has any claim against) the Cooperative or the Members; and no such creditor or other person shall obtain any right hereunder against the Cooperative or any Member by reason of any debt, liability, or obligation.
IN WITNESS WHEREOF, the Members have executed this Agreement to be effective as of the date first set forth above.
BY: _________ Date: _________
BY: _________ Date: _________
BY: _________ Date: _________
BY: _________ Date: _________
BY: _________ Date: _________
EXHIBIT A Cooperative Members
Updated as of 2025-02-08
EXHIBIT B Joinder Agreement
Reference is hereby made to the Member Agreement of NextGen Cooperative LLC, a limited liability company organized under the laws of Tennessee, dated 2023-12-19, as it may be amended from time to time (the “Agreement”). The undersigned hereby acknowledges receipt of a complete copy of the Agreement and agrees that upon execution of this Joinder Agreement, the undersigned shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of _____.
NEW MEMBER:
Date: _____________ Name
NextGen Cooperative LLC:
Date: _____________ The Bored