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Membership Share and Committments. I, , agree to become a Member of Cosmos Cooperative, LCA (the “Cooperative”), a Colorado limited cooperative association. In exchange for one (1) Class C-2 Creative Member Share with a nominal value of $250, I agree to:
- Financial: Pay $250 for my membership share (satisfied through the first $250 in dues payments), then maintain ongoing dues of $25/month or $250/year, subject to any sponsorship, scholarship, discount, fee adjustment, or complimentary period provided by the Cooperative.
- Participation: Contribute through minimum participation requirements as defined in Cosmos policy, or other equitable arrangements, including works, teaching, performances, or other creative contributions in areas relevant to the Cooperative and accessible to Co-op members.
- Good Standing: My membership requires maintaining both financial support (or fulfillment of any alternative arrangement) and participation requirements as recorded by the Cooperative at enrollment.
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The Membership Share is Not Transferable. I understand that a Membership Share in the Cooperative cannot be sold or given to anyone except that it can be returned to the Cooperative. If I attempt to sell or give my Membership Share to anyone, that attempted sale or gift will not be effective. If I attempt to use the Membership Share as security for a loan, that arrangement will not be effective.Articles and Bylaws. I have received a copy of the Cooperative’s articles of organization and bylaws (the Cosmos Constitution). I agree to become a Patron Member under the terms of the articles of organization and the bylaws.
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Responsibilities of Members. I accept the responsibilities of Membership in the Cooperative’s Patron Member class. Responsibilities of Patron Members include the duty to patronize the Cooperative by contributing to the Cooperative or to one of the Cooperative's subsidiaries in accordance with my membership class, and the responsibility at all times to act in a way that will promote and/or be consistent with the best interests of the Cooperative.
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Voting. I understand that I will have one vote in any matter put to a vote by Patron Members, while I am active and in good standing.
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Patronage Allocations. The Cooperative will allocate a portion of its annual net income (when sufficient net income is available) or loss to the Patron Members, in accordance with the bylaws. I understand that I will receive such allocations, if any, on the basis of my patronage. Patronage allocations may be in cash or in the form of Written Notices of Allocation, as defined by the Internal Revenue Code, 26 U.S.C. § 1388. The amount of a Written Notice of Allocation is credited to the member’s Member Account and will be redeemable in cash at a future date. Patronage allocations will only be made if the Cooperative had net income, and if the Council determines that surplus funds remain after the Cooperative’s upcoming expenses have been provided for and that the Cooperative has a sufficient reserve.
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Risk of Loss. The Cooperative maintains a Member Account for each Patron Member. The Member Account is a ledger on the Cooperative’s books that reflects the Member’s Membership Buy-In and retained earnings (Written Notices of Allocation that have not been paid out). I understand that the amounts in my Member Account are subject to loss and depreciation. I also understand that while I am a Member, the Council has discretion to delay paying out amounts in my Member Account to protect the financial well-being of the Cooperative, and that Member Account balances can be paid to Members who leave the Cooperative in the form of a promissory note, in accordance with the Bylaws, and are not always paid immediately in cash. Members may forfeit buy-in, retained earnings, interest, bonuses, dividends, profits, and increased value of any kind through negligence, wrongdoing, and/or breach of contract.
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Termination. When my status as a Patron Member in the Cooperative ends, my Membership Share will automatically be returned to the Cooperative in exchange for the balance of my Member Account, which I agree is a fair and sufficient amount, and no other payments for my Membership Share shall be due. I understand that allocations of annual net income and loss to the Members may increase or decrease the amount that I will receive for my Membership Share upon termination.
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Tax. I agree to include in my taxable income the stated dollar amount of any and all Qualified Written Notices of Allocation that I receive, to the extent required under federal and state tax law. I understand and acknowledge that the obligation to pay any taxes on these amounts is my personal responsibility, not the Cooperative’s.
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Confidential Information. I acknowledge that as a Patron Member of the Cooperative, I will have access to and become acquainted with the Cooperative’s trade secrets, information, intellectual property, inventions, innovations, processes, records, and specifications owned or licensed by the Cooperative and/or used by the Cooperative in connection with the operation of its business, including, without limitation, the Cooperative’s contacts, business processes, methods, customer lists, accounts, and procedures. I also acknowledge that I may have access to and become acquainted with confidential information about the Cooperative’s clients and/or the clients of the Cooperative’s subsidiaries, including their contact information. All of the information described in this paragraph is defined as the Cooperative’s “Confidential Information.”
I agree to keep absolutely secret and not to disclose and not to convey any of the Cooperative’s Confidential Information, directly or indirectly. I agree that I will not use any item of the Cooperative’s Confidential Information in any manner except as directed by the Cooperative. The obligations of this section survive the termination of this agreement.
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Choice of Law. This agreement shall be governed by and interpreted according to the laws of the state of Colorado.
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Severability. Whenever possible, each provision of this Agreement shall be interpreted so as to be effective under applicable law. If one or more provisions of this Agreement are held to be unenforceable by a court of competent jurisdiction or an arbitrator, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
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Counterparts. This Agreement may be executed in any number of counterparts (identical copies), each of which when signed and delivered shall be deemed an original, with the same effect as if the parties had signed the same copy. All counterparts will be construed together and will constitute one agreement. Signatures may be electronic. A signed signature page in any electronic form delivered by email or other electronic means shall be regarded as an originally executed counterpart.
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Agreement Termination and Survival. This agreement terminates upon termination of my status as a Patron Member of the Cooperative. My right to withdraw from the Cooperative and the effects of withdrawal are as set forth in the Bylaws. I agree to be bound by any terms and conditions in the Articles, Bylaws, policies, and this agreement, that continue to apply after termination of membership in the Patron Member class.
