Articles of Incorporation

ARTICLE I - NAME

The name of this organization shall be Erefugia ("The Erefugia Cooperative", the “Cooperative.”)

ARTICLE II – DURATION

The duration of the Cooperative shall be perpetual, unless dissolved according to law.

ARTICLE III – PURPOSE

The Cooperative is organized as a cooperative under the laws of Vermont. Its purpose is to provide the legal, operational, administrative, and technical framework necessary to support its members through the sale of members' products and services,  and maintain the Cooperative's physical spaces(s), decentralized autonomous organization(s) (DAOs,) social network(s,) and other digital properties.

The Cooperative may:

• Develop, operate, and maintain a federated social network and associated digital infrastructure to facilitate communication, collaboration, and governance among members and affiliated communities.

• Offer services to members and affiliated entities, including but not limited to human services, artistic and cultural services, technical services, organizational support, legal services, financial services, public relations, and risk management and compliance services.

• Promote, advise, and assist individuals, organizations, and communities in creating and operating cooperatives, DAOs, federated social networks, and other forms of collective or participatory governance structures.

• Provide modular, scalable programs and resources, including initiatives such as community food systems, microhousing and transitional villages, water and energy stewardship, libraries, gardens, and health services, to support the social, ecological, and material well-being of member communities.

• Engage in any lawful activity necessary or convenient to the accomplishment of its cooperative mission, including entering into contracts, employing staff, holding assets, managing treasury resources, and otherwise acting as the “real-world agent” of the DAO network, while remaining accountable to its members and consistent with cooperative governance principles.

• Foster resilient, pluralistic, and democratically governed communities capable of sustaining connection, collaboration, and shared stewardship, and support initiatives that balance individual expression with collective responsibility.

ARTICLE IV – REGISTERED AGENT AND OFFICE

The registered office of the Cooperative shall be located at:

[Name, Address]

The registered agent at this address is:

[Name, Address]

ARTICLE V – MEMBERSHIP

Membership in the Cooperative shall be open to any individual or entity that meets the qualifications set forth in the Cooperative's Bylaws. Membership in the Cooperative is distinct from membership in any Erefugia decentralized autonomous organization (DAO,) account in the Erefugia social network or any other digital property; being a member of an Erefugia DAO, having an account on the Erefugia social network or access to any Erefugia digital property does not automatically confer membership in the Cooperative, and vice versa.

ARTICLE VI – BOARD OF DIRECTORS

The management of the Cooperative shall be vested in a Board of Directors. 

The initial Board of Directors shall consist of seven (7) directors. 

The Board shall have the authority to adopt, amend, or repeal Bylaws and conduct the business of the Cooperative in accordance with Vermont law.

ARTICLE VII – POWERS

The Cooperative shall have all powers granted to cooperatives under the Vermont statutes, including the authority to:

• Employ staff and agents,

• Acquire, hold, and dispose of property,

• Enter into contracts,

• Conduct any lawful activities consistent with its cooperative purpose.

ARTICLE VIII – LIMITATION OF LIABILITY

No member of the Cooperative shall be personally liable for debts, obligations, or liabilities of the Cooperative beyond any capital contributions required under the Bylaws.

ARTICLE IX – DISSOLUTION

Upon dissolution, assets of the Cooperative shall be distributed to one or more organizations with similar purposes, or sold, as determined by the membership in accordance with Vermont law. 

Assets may also be managed or liquidated to support ongoing Erefugia DAO, social network, or digital property operations, if there is a desire to persist them after dissolution of the Cooperative.

ARTICLE X – INCORPORATORS

The name and address of the incorporators of the Cooperative are:

• [Name, Address]

• [Name, Address]

• [Name, Address]

ARTICLE XI – OTHER PROVISIONS

The Cooperative may adopt any additional provisions permitted under Vermont law for cooperatives, provided such provisions are consistent with these Articles of Incorporation and the Cooperative's Bylaws, the Member Financial & Membership Policy Manual, and the Worker-Member Handbook.