Bylaws

ARTICLE I – NAME AND PURPOSE

The name and purpose of this organization are defined in the Cooperative's Articles of Incorporation.

ARTICLE II – MEMBERSHIP

Classes of Membership

The Cooperative recognizes two classes of membership: Individual Members and Organizational Members.

• Individual Members are natural persons who contribute labor, expertise, or governance participation to the Cooperative.

• Organizational Members are institutions, collectives, or legally recognized entities that enter into a formal partnership with the Cooperative to advance shared goals and may contribute resources, services, or mutual support.

Eligibility

Eligibility for each membership class shall be defined in the Cooperative’s Articles of Incorporation and further detailed in the Financial & Membership Policy Manual.

Admission

New members, whether Individual or Organizational, are admitted upon:

• Completion of a Membership Application;

• Approval by the Board of Directors via the Membership Committee;

• Execution of the appropriate Membership Agreement (individual or organizational); and

• Payment of any applicable fees or membership contributions as outlined in the Financial & Membership Policy Manual.

Standing

Members remain in good standing by complying with Cooperative rules, actively supporting its mission, and maintaining any required contributions or participation commitments as defined in policy.

Rights and Obligations

Each member, whether Individual or Organizational, has the right to vote on matters reserved for the Cooperative membership, including the election of directors, unless otherwise restricted by law or policy.

• Each Individual Member is entitled to one (1) vote.

• Each Organizational Member is entitled to one (1) vote, to be cast by an authorized representative designated in writing.

Additional rights or limitations for each class may be established by the Board of Directors and codified in the Financial & Membership Policy Manual.

Termination

Membership may be terminated voluntarily by resignation or involuntarily for cause by a two-thirds (2/3) vote of the Board of Directors or of the membership, as provided in the Financial & Membership Policy Manual.

ARTICLE III – ALLIED MEMBERSHIP

The Cooperative may admit nonvoting allied members, consisting of individuals or organizations that align with the Cooperative’s mission but do not participate in governance.

Allied members may access designated Cooperative services and participate in working groups or community initiatives in a nonvoting capacity.

Terms, rights, and obligations of allied membership shall be defined in the Financial & Membership Policy Manual.

ARTICLE IV – CLIENTS AND SERVICE PARTICIPANTS

Individuals or organizations may receive goods, services, or support from the Cooperative without becoming members.

These non-member clients or service participants shall:

• Be subject to the terms, fees, and agreements established in the Cooperative’s Service Policy Manual or applicable contracts;

• Have no voting rights or participation in governance; and

• Not be entitled to distributions, patronage, or ownership interests in the Cooperative.

The Cooperative affirms its commitment to transparency, fair pricing, and equitable treatment of all clients and service participants consistent with its mission and cooperative values.

ARTICLE V – BOARD OF DIRECTORS

General Powers

The business and affairs of the Cooperative shall be managed under the direction of the Board of Directors (“Board”). The Board shall exercise all powers of the Cooperative except those reserved by law, the Articles of Incorporation, or these Bylaws to the members.

Number and Qualifications

All directors shall be members of the Cooperative. No person shall be eligible to serve as a director if they are an employee ("worker-member") of the Cooperative.

Election and Term

Directors shall be elected at the annual meeting of members. Each director shall serve a term of three (3) years, and terms shall be staggered so that one or more directors are elected each year. Directors shall hold office until their successors are elected and qualified.

Removal

Any director may be removed, with or without cause, by a majority vote of the members present at a duly called meeting. A director may also be removed for cause by a two-thirds (2/3) vote of the Board, provided the director is given notice and an opportunity to be heard.

Vacancies

Vacancies occurring on the Board may be filled by a majority vote of the remaining directors. A director so elected shall serve until the next annual meeting of members, at which time the membership shall elect a director to fill the remainder of the unexpired term, if any.

Meetings

The Board shall hold regular meetings at such times as it may determine; at least quarterly. 

Special meetings may be called by the President or by any three directors. 

Notice of all meetings shall be given as set forth in these Bylaws.

Quorum and Voting

A majority of the directors then in office shall constitute a quorum for the transaction of business.

Except as otherwise required by law or these Bylaws, decisions of the Board shall be made by majority vote of directors present.

ARTICLE VI – OFFICERS OF THE BOARD OF DIRECTORS

Officers

The officers of the Cooperative shall be a President, Vice President, Secretary, and Treasurer. 

All officers shall be elected by the Board from among its members.

Election and Term of Office

Officers shall be elected annually by the Board at its first meeting following the annual meeting of members.

Each officer shall hold office for a term of one (1) year and until a successor is duly elected and qualified.

Duties of the President

The President shall preside at all meetings of the members and the Board, and shall perform all duties incident to the office or prescribed by the Board.

Duties of the Vice President

In the absence or incapacity of the President, the Vice President shall perform the duties of President.

Duties of the Secretary

The Secretary shall keep the minutes of all meetings of the members and the Board, maintain the corporate records, and perform other duties assigned by the Board.

Duties of the Treasurer

The Treasurer shall oversee the financial affairs of the Cooperative, ensure accurate accounts are kept, and report on financial status to the Board and membership.

Removal

Any officer may be removed by the Board whenever, in its judgment, the best interests of the Cooperative will be served thereby.

Vacancies

A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

ARTICLE VII – COMMITTEES OF THE BOARD OF DIRECTORS

Establishment

The Board may establish committees (advisory, operational, audit, etc.) as needed.

Authority

Committees serve at the Board’s direction and report recommendations.

ARTICLE VIII – CAPITAL AND PATRONAGE

Capital Contributions

Members may be required to contribute an initial capital amount to join, as set in the Financial & Membership Policy Manual.

Patronage

Any distribution of surplus, profits, or assets consistent with Cooperative principles shall be allocated according to patronage and membership agreements, in compliance with Vermont law.

Non-Liability

No member shall be personally liable for Cooperative debts beyond their capital contribution.

ARTICLE IX – INDEMNIFICATION

General

The Cooperative shall indemnify directors, officers, employees, and agents to the fullest extent permitted under Vermont law.

Limitations

Indemnification shall not apply in cases of gross negligence, willful misconduct, or breach of fiduciary duty.

ARTICLE X – CONFLICT OF INTEREST

Disclosure

Directors, officers, or employees with a conflict of interest must disclose it to the Board and refrain from decision-making on the matter.

Policy

Board shall maintain a conflict-of-interest policy consistent with law.

ARTICLE XI – MEETINGS OF MEMBERS

Annual Meeting

Held annually to elect directors and conduct other business.

Special Meetings

May be called by Board, President, or a petition of members representing at least 10% of membership.

Notice

Notice of meetings shall be given at least 10 days in advance.

Quorum and Voting

Quorum: majority of members present or represented. Decisions by majority vote unless otherwise specified.

ARTICLE XII – FEDERATION GOVERNANCE

Distinction of Governance Domains

The Cooperative exists as a legal entity responsible for operational, administrative, and legal functions, including employing staff, signing contracts, leasing colocation space, managing infrastructure, and holding assets. The Cooperative’s membership, voting rights, and Board authority are distinct from membership and governance within any Refugium DAO.

DAO Authority

Each Refugium DAO governs its own internal policies, decision-making, and digital commons activities. The DAO retains exclusive authority over:

• Content moderation policies within its Refugium.

• Allocation of digital resources controlled by the DAO.

• Decisions regarding participation in the Erefugia federation.

• Any governance mechanisms, voting, or PoP verification processes defined in the DAO’s constitution.

Cooperative Obligations to the DAO

The Cooperative shall act as the real-world agent of the DAO and federation. In particular, it shall:

• Implement operational decisions as directed by DAO governance resolutions, unless doing so would violate applicable law.

• Maintain transparency and provide regular operational reporting to the DAO.

• Manage financial and legal responsibilities for staff, infrastructure, and other tangible assets.

Contingency and Resilience

• If the DAO ceases to exist or becomes inactive, the Cooperative may manage, liquidate, or reallocate its assets according to its Articles and member-approved policies.

• If the Cooperative ceases operations, the DAO retains its governance authority and may designate another legal entity or structure to manage operational responsibilities without altering DAO decisions.

Alignment Mechanisms

To ensure the Cooperative and the DAOs remain aligned:

• The Board shall establish a liaison committee or officer role to act as a bridge between the Cooperative and DAO decisions.

• Major operational expenditures or contractual obligations must be approved in accordance with both Cooperative bylaws and any binding DAO resolutions impacting the relevant area.

• The Cooperative shall adopt policies reflecting the DAO’s priorities, maintaining fidelity to the principles of transparency, democratic participation, and community stewardship.

ARTICLE XIII – AMENDMENTS

Bylaws may be amended by two-thirds (2/3) vote of members present at a duly called meeting, provided notice of proposed changes is given at least 10 days in advance.