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TRE Co-operative Articles of Agreement Version 1.0

tretx-us Oct 4th, 2015 (edited) 1,299 Never
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  1. Terlingua Resource Exchange Collective
  2. Co-operative Articles of Agreement
  3. Version 1.0 (1 Nov 2015)
  5. 00.00: Preamble
  7. Whereas “Constitution” implies government, “Bylaws” connote mandates, and the People have suffered enough from both rulers and rules, now therefore we the Members of this multi-stakeholder co-operative autonomous community collective do hereinafter eschew any further reference to these terms, and in their stead set forth the voluntary code of conduct, unified mode of operations, mutual means of aid and assistance, and shared responsibilities and outcomes established by these, our Articles of Agreement.
  9. 01.00: Article I
  10. Fundamentals
  12. 01.01: Identity
  14. The Terlingua Resource Exchange Collective (hereinafter alternatively referred to as “TRE”) is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.
  16. 01.02: Values
  18. As a collective, TRE values self-help, self-responsibility, democracy, equality, equity and solidarity. TRE encourages its Members to revere honesty, openness, social responsibility, and caring for the Earth and its inhabitants.
  20. 01.03: Principles
  22. 01.03.01: Voluntary and Open Membership
  24. TRE shall be a voluntary organization open to all persons able to contribute to and benefit from its resources and willing to accept the responsibilities of membership without gender, social, racial, political or religious discrimination.
  26. 01.03.02: Democratic Member Control
  28. TRE shall be a democratic organization controlled by its Members, who actively participate in setting policies and making decisions. Men and women serving as elected representatives shall be accountable to the membership.
  30. 01.03.03: Member Economic Participation
  32. TRE Members shall contribute equitably to, and democratically control, the resources of TRE. Some or all of those resources may be the common property of TRE Members. TRE Members may receive compensation on resources subscribed as a condition of membership. Members may allocate surpluses for any or all of the following purposes: developing TRE potentials; setting up reserves; benefiting Members; and/or supporting other activities approved by the membership.
  34. 01.03.04: Autonomy and Independence
  36. TRE shall be an autonomous, self-help organization controlled by its Members. If they enter into agreements with other organizations or acquire resources from external sources, they shall do so on terms that ensure democratic control by the Members and that maintain their collective autonomy.
  38. 01.03.05: Education, Training and Information
  40. TRE shall provide education and training for its Members so they can contribute effectively to the development of the collective. It shall also inform the general public about the nature and benefits of its mode of operation.
  42. 01.03.06: Cooperation among Collectives
  44. TRE may serve its Members by working together with other collectives through local, regional, national and international structures.
  46. 01.03.07: Concern for Community
  48. TRE shall work for the sustainable development of its communities and environment through policies approved by its Members.
  50. 02.00: Article II
  51. Mission
  53. The mission of TRE shall be to engage in any activities that are (a) legal or just; (b) fair and equitable; (c) in conformity with these Articles of Agreement (hereinafter alternatively referred to as “these Articles”); and/or (d) necessary for compliance with the following mandates:
  55. 02.01: Recover
  57. Whereas for countless generations the privileged elite have used “eminent domain” and other pretexts to expropriate the resources of Nature and the People for their exclusive use and benefit, now therefore TRE shall reciprocate by (a) receiving or reclaiming resources abused, misused or unused by the few, and (b) conserving or applying them for the good of the many.
  59. 02.02: Renew
  61. Whereas the resources acquired by TRE may require cleaning, decontamination, repair or refurbishment prior to their reassignment, relocation or reservation, now therefore TRE shall (a) recruit and retain Members and others willing and able to perform or provide such services proficiently, and (b) compensate them fairly and equitably for their effort and expertise.
  63. 02.03: Repurpose
  65. Whereas two centuries of fossil-fueled imperialist expansion, corporate globalization and environmental depredation have brought our planetary biosphere to the brink of oblivion, now therefore TRE shall take the refuse and relics of our self-destructing civilization and reconfigure, redeploy and reuse them in the creation and proliferation of a new and sustainable society.
  67. 02.04: Recycle
  69. Whereas reductions in raw materials consumption, energy usage and environmental pollution are necessary for the survival of our species, now therefore TRE shall engage in the collection, sorting and reclamation of non-renewable resources so long as such activity (a) has a net economic and environmental benefit, and (b) does not delay transition to alternative renewable resources.
  71. 02.05: Redistribute
  73. Whereas individual capabilities must be recognized, effort applied for TRE incentivized, and personal contributions to TRE rewarded, now therefore TRE shall also assume responsibility for the needs of its Members, receiving the fruits of their labor and distributing these and all other resources fairly and equitably, with due consideration of circumstance as well as merit.
  75. 02.06: Reeducate
  77. Whereas TRE is based in the USA, a fascist kleptocracy whose citizens are indoctrinated by constant propaganda to believe they live in a democracy, now therefore TRE shall make every ethical effort to deprogram the American public – exposing the lies with which they have been brainwashed, supplanting them with irrefutable truths, and teaching critical thinking to discern the difference.
  79. 02.07: Resist
  81. Whereas TRE is an adherent to the Sixth Declaration of the Lacandon Jungle issued by the Zapatista Army of National Liberation, now therefore TRE shall engage in autonomous resistance and shall never (a) be intimidated or oppressed by the state or any hierarchy; (b) support puppets of the same masters in staged elections; or (c) be brainwashed or exploited by corporations or capitalists.
  83. 03.00: Article III
  84. Membership
  86. 03.01: Classes & Qualification
  88. The following voting and non-voting TRE membership classes are hereby established:
  90. 03.01.01: Voting Membership Classes
  92. A. Producer/Worker Members
  94. A TRE producer or worker Member (hereinafter alternatively referred to as a “TRE Producer”) is any natural person who:
  96. 1. submits a TRE Producer/Worker Membership Application that is approved by the TRE Board of Directors (hereinafter alternatively referred to as the “TRE Board”); and
  97. 2. pays the related membership application fee established by the TRE Board; and
  98. 3. meets the related capital contribution requirement established by the TRE Board; and
  99. 4. contributes their labor as an employee or independent contractor of TRE; and
  100. 5. conducts themselves in a manner consistent with these Articles.
  102. B. Charter/Sustaining Members
  104. A TRE charter or sustaining Member (hereinafter alternatively referred to as a “TRE Sustainer”) is any natural person who:
  106. 1. is a Founding Member of TRE; or
  107. 2. is not a Founding Member of TRE and:
  109. a. submits a TRE Charter/Sustaining Membership Application that is approved by the TRE Board; and
  110. b. pays the related membership application fee established by the TRE Board; and
  111. c. meets the related contribution requirement established by the TRE Board; and
  112. d. conducts themselves in a manner consistent with these Articles.
  114. 03.01.02: Non-Voting Membership Classes
  116. A. Consumer/User Members
  118. A TRE consumer or user Member (hereinafter alternatively referred to as a “TRE User”) is any entity that:
  120. 1. completes in good faith a transaction with TRE; and
  121. 2. requests to join TRE as a TRE User; and
  122. 3. conducts themselves in a manner consistent with these Articles.
  124. B. Community/Supporting Members
  126. A TRE community or supporting Member (hereinafter alternatively referred to as a “TRE Supporter”) is any entity that:
  128. 1. meets the related contribution requirement established by the TRE Board; and
  129. 2. requests to join TRE as a TRE Supporter; and
  130. 3. conducts themselves in a manner consistent with these Articles.
  132. 03.02: Meetings
  134. 03.02.01: Annual Membership Meetings
  136. An annual meeting of TRE Members shall be held each and every fiscal year. The TRE Board shall designate the date, time and place of such meetings. The annual meeting shall be for the purpose of electing TRE Directors, receiving annual reports, and any other business that may come before the TRE Members. Written notice of annual meetings shall be prepared and mailed (or transmitted electronically) by the TRE Board (or their designate) to the last known post office address (or email address) of every Member (of all Membership Classes) at least thirty (30) days prior to such meetings.
  138. 03.02.02: Special Membership Meetings
  140. Special meetings of TRE Voting Members may be called at any time (a) by order of the TRE Board or (b) by petition calling for such a meeting and specifying the agenda signed by 25% of the Members in good standing of any TRE Voting Membership Class. If such a petition is submitted, the TRE Board shall schedule the meeting within thirty (30) days. Written notice of the date, time, place and purpose of such meetings shall be prepared and mailed (or transmitted electronically) by the TRE Board (or their designate) to the last known post office address (or email address) of every TRE Voting Member at least ten (10) days prior to such meetings. No business shall be transacted at any special meeting other than that referred to in the notice.
  142. 03.02.03: Member Voting
  144. Each TRE Voting Member shall be entitled to only one vote. Voting shall be permitted by mail, e-mail, or in person. Proxy voting shall be allowed. Each proxy shall be in writing, signed by the TRE Voting Member and no Members shall vote more than one proxy.
  145. 03.02.04: Meeting Rules
  147. The rules of order at TRE Membership Meetings shall be the latest edition of Robert’s Rules of Order, unless in conflict with these Articles or any special rules of order TRE may adopt, which shall supersede Robert’s Rules of Order.
  149. 03.03: Termination
  151. 03.03.01: Resignation (Voluntary Termination)
  153. Members wishing to resign from TRE must submit their resignation in writing to the TRE Board. Resigning Members are responsible for fulfilling all outstanding obligations to TRE. Redemption of the resigned Member’s membership share shall be at the discretion of the TRE Board in a manner compliant with section 05.03.02 of these Articles.
  154. 03.03.02: Forfeiture (Involuntary Termination)
  156. The TRE Board may terminate any TRE membership for any of the following reasons:
  158. A. Did not participate in (or contribute to) TRE for one year or more;
  159. B. Violated TRE guidelines or practices, TRE Board policy or the letter or spirit of these Articles; or
  160. C. Acted contrary to the best interests of TRE.
  162. Members may be expelled for cause from TRE by a majority vote of the TRE Board. The TRE Board may only terminate membership during a board meeting. Redemption of the terminated Member’s membership share shall be at the discretion of the TRE Board in a manner compliant with section 05.03.02 of these Articles.
  164. Termination of membership shall be according to the following procedure:
  166. A. The TRE Board shall send a certified letter to the Member stating the reason for the proposed termination and outlining specific allegations. The letter must be sent at least ten (10) days prior to the vote to terminate membership.
  167. B. The Member shall be invited to the TRE Board meeting and allowed to respond to any and all allegations or points of contention.
  168. C. The decision of the TRE Board is final.
  170. 04.00: Article IV
  171. Direction
  173. 04.01: Selection
  175. The TRE Board of Directors (“TRE Board”) shall consist of not less than three (3) nor more than six (6) members qualified and selected as follows:
  177. 04.01.01: Directors Selected by TRE Producers
  179. If the number of TRE Producers is less than four (4), then all TRE Producers shall serve as Directors. Otherwise, TRE Producers shall elect three (3) from their number to serve as Directors.
  181. 04.01.02: Directors Selected by TRE Sustainers
  183. If the number of living Founding Members of TRE is less than four (4), then all such founders (or their designated surrogates) shall serve as Directors and TRE Sustainers shall elect any additional natural persons needed to bring the total number of Directors selected under this paragraph to three (3). Otherwise, TRE Sustainers shall elect three (3) living Founding Members (or their designated surrogates) to serve as Directors.
  185. 04.02: Responsibilities
  187. The responsibilities of the TRE Board shall include but not be limited to the following:
  189. A. Mission: Ensure the fulfillment of the TRE mission as prescribed by these Articles.
  190. B. Fiscal: Establish fiscal policy and ensure the ongoing financial integrity and viability of TRE.
  191. C. Leadership: Recruit, resource, review, reward or if necessary remove the Executive Director.
  192. D. Supervision: Provide ongoing supervision, direction and support for the Executive Director.
  193. E. Strategic Planning: Provide the long-range vision for TRE and develop guidelines to realize that vision.
  194. F. Public Image: Represent TRE to the public and advocate for TRE and its Members.
  196. 04.03: Election
  198. TRE directors shall be elected at the Annual Membership Meeting. TRE Voting Members may vote only for the directors representing their TRE Membership Class. TRE Voting Members unable to attend the Annual Membership Meeting may vote with a signed absentee ballot received by the time of the vote. Directors shall be elected by a simple majority of the TRE Membership Class they represent.
  200. 04.04: Meetings
  202. The TRE Board shall meet (a) at least once every twelve (12) months and (b) as often as is required by the interests of TRE. Meeting notice will be given by telephone (or voicemail) and email (or text message) at least thirty (30) days before the appointed time of the meeting. By exception, the required notice period will be reduced to twenty-four (24) hours for an emergency. The rules of order at TRE Board Meetings shall be the latest edition of Robert’s Rules of Order, unless in conflict with these Articles or any special rules of order TRE may adopt, which shall supersede Robert’s Rules of Order.
  204. 04.05: Officers
  206. At their first meeting following the Annual Membership Meeting, the TRE Board shall elect from among themselves:
  208. A. a Chairperson, whose focus shall include but may not be limited to strategic vision and leadership; and
  209. B. a Vice-Chairperson, a Secretary, and a Treasurer, whose focus shall include but may not be limited to tactical management and administration.
  211. At their discretion, the TRE Board may combine the offices of Vice-Chairperson, Secretary and/or Treasurer. All officers shall bear the responsibilities assigned to them by the TRE Board, and can be removed with or without cause by a majority vote of same. In case of death, resignation, or disability of any officer, the TRE Board may declare the office vacant and appoint any eligible director to fill the position.
  213. 04.06: Powers
  215. All powers of TRE, except those reserved to TRE Members, shall be exercised by or under the authority of the TRE Board. The TRE Board will set, implement, and interpret policies to further the mission of TRE.
  217. 04.07: Indemnification
  219. The TRE Board shall have general supervision of the affairs of TRE, make recommendations to TRE, and perform other duties as are specified by these Articles. TRE shall hold harmless and indemnify TRE Board members for any liability arising from good faith actions taken by the TRE Board. TRE Board members who accept special duties or assignments will not be held liable to any greater degree than any other Board member for their good faith actions.
  221. 04.08: Removal
  223. Any elected director may be removed from office with or without cause by a vote of not less than two‐thirds (2/3) of the TRE Membership Class from which the director had been elected. Any appointed director may be removed from office with or without cause by a majority vote of the other directors, provided that at least one director from each class of elected directors votes in favor of the removal.
  225. 04.09: Vacancies
  227. In the event of any vacancy on the TRE Board through death, resignation, or other cause, the remaining directors may, by a majority vote, elect a successor to hold office until the next Annual Membership Meeting. The TRE Board shall appoint a natural person who is of the same ownership class as the vacating director.
  229. 05.00: Article V
  230. Ownership
  232. 05.01: Internal Capital Accounts
  234. TRE shall have a system of Internal Capital Accounts as equity accounts to reflect its net worth, to reflect the allocation of net worth among the Members, and to determine the redemption value of Membership Shares and Written Notices of Allocation as hereinafter defined. The Internal Capital Accounts consist of Individual Capital Accounts and a Retained Earnings Account. The sum of the balances of the Internal Capital Accounts is the net worth of TRE.
  236. 05.01.01: Individual Capital Accounts
  238. TRE shall maintain for each Member an Individual Capital Account that reflects the value of the Member’s relative equity in TRE.
  240. A. The balance in any Individual Capital Account results from and is increased by: (a) the initial capital contribution of the Member, and (b) the amount of any Written Notices of Allocation issued to the Member.
  241. B. The balance in any Individual Capital Account is decreased by: (a) any losses allocated to the Individual Capital Accounts, and (b) the redemption, in cash or notes of indebtedness, of a Written Notice of Allocation previously issued to the Member and recorded in the Member’s Individual Capital Account.
  243. 05.01.02: Retained Earnings Account
  245. TRE shall maintain an unallocated Retained Earnings Account that reflects the portion of net worth not allocated to Individual Capital Accounts.
  247. A. The balance in the Retained Earnings Account results from and is increased by: (a) that portion of retained earnings not allocated to Individual Capital Accounts, and (b) any gifts or grants to TRE not otherwise allocated to Individual Accounts.
  248. B. The Retained Earnings Account balance is decreased by any losses allocated to the Retained Earnings Account.
  249. C. TRE shall maintain a Retained Earnings Account balance with reference to a target amount for business purposes, in accordance with section 05.02.03 of this Article.
  251. 05.02: Allocation of Net Income
  253. The positive or negative Accounting Net Income of TRE shall be allocated annually among the Internal Capital Accounts, after payment of any taxes or dividends.
  255. 05.02.01: Definitions
  257. The following definitions shall apply to terms used herein.
  259. A. “Accounting Net Income” is the book net income for the fiscal year computed in accordance with Generally Accepted Accounting Principles (GAAP).
  260. B. “Patronage” is the total number of hours worked for TRE by Members and non-members during the fiscal year. “Member Patronage” is the total number of hours worked for TRE by Members during the fiscal year.
  262. 1. “Patronage Income” is that portion of Accounting Net Income resulting from the Member Patronage and is calculated by multiplying the Accounting Net Income (minus any Ancillary Income) by the ratio of Member Patronage to Patronage.
  263. 2. “Non-member Patronage Income” is that portion of Accounting Net Income resulting from the Patronage of non-members.
  264. 3. “Ancillary Income” is that portion of Accounting Net Income resulting from transactions that do not facilitate the primary business of TRE and do not result from Member Patronage.
  266. C. “Patronage Dividend” is the positive amount of Patronage Income allocated to the Members in proportion to their relative Member Patronage during the fiscal year and may consist of any combination of cash and Written Notices of Allocation.
  267. D. “Written Notice of Allocation” is the certificate issued to each Member specifying the amount, if any, of the Patronage Dividend allocated to the Member and retained by TRE.
  269. 05.02.02: Patronage Allocations
  271. Patronage Net Income, after reductions in accordance with section 05.02.03 of this Article shall be allocated as Patronage Dividends to the Members on the basis of their relative Patronage within 8 1/2 months after the end of the fiscal year.
  273. A. In any proportions determined by the TRE Board, Patronage Dividends may be paid in cash or Written Notices of Allocation.
  274. B. The amount of any Written Notice of Allocation issued to a Member shall be credited to the Member’s Individual Capital Account and the amount thus retained by TRE may be used for any and all TRE purposes. Written Notices of Allocation are non-transferable unless otherwise approved by the TRE Board.
  275. C. By becoming a Member of TRE, each Member shall be deemed to have consented to include in his or her taxable income the amount of any Written Notices of Allocation.
  276. D. TRE shall issue annually to each Member an Individual Capital Account Statement that discloses his or her account balance and any changes since the previous Statement.
  278. 05.02.03: Unallocated Retained Earnings
  280. From time to time, the TRE Board shall establish an overall target amount for unallocated retained earnings on the basis of stated business purposes and needs. Annually, the TRE Board shall make allocations of retained earnings to the Retained Earnings Account with reference to the target amount and business purposes and needs. Such allocations shall be from: (1) Ancillary Income and Non-member Patronage Income, and (2) if necessary for business purposes, from Patronage Net Income.
  282. 05.02.04: Losses
  284. If TRE incurs a net loss in any fiscal year, such net loss shall be charged against the balances in the Internal Capital Accounts as determined by the TRE Board.
  286. 05.03: Capital Distributions to Members
  288. Membership Shares and Written Notices of Allocation shall be redeemed by TRE in accordance with this section.
  290. 05.03.01: Redemption of Written Notices of Allocation
  292. All Written Notices of Allocation credited to a Member’s Individual Capital Account shall be redeemed by TRE in accordance with their terms and procedures as determined by the TRE Board.
  294. 05.03.02: Redemption of Membership Shares
  296. Upon termination of Membership in accordance with these Articles, the Membership Share held by the terminated Member shall be transferred to TRE for the consideration defined herein.
  298. A. After year-end adjustments, the Member’s Individual Capital Account balance other than Written Notices of Allocation shall be paid to the terminated Member as consideration for the Membership Share in cash, promissory notes, or other property as determined by the TRE Board.
  300. B. If there is no positive balance in the terminated Member’s Individual Capital Account other than Written Notices of Allocation, then the Membership Share shall be returned to TRE for no consideration.
  302. 05.03.03: Dissolution Distributions
  304. Upon liquidation, dissolution, or sale of all the assets of TRE, any assets left after payment of all debts and Individual Capital Account balances shall be distributed to all persons who were Members during the immediately preceding ten (10) years, or to their heirs, in proportion to the Members’ relative Patronage during that period. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address.
  306. 06.00: Article VI
  307. Operations
  309. The TRE Board shall appoint an Executive Director to manage the day-to-day operations of TRE. The Executive Director shall assume responsibility, delegate authority and allocate resources for (a) accomplishing the TRE mission as prescribed by these Articles, and (b) such other processes, projects, jobs or tasks as may be authorized by the TRE Board. The Executive Director shall attend all board and membership meetings and report on the activities and status of the organization.
  311. 07.00: Article VII
  312. Dissolution
  314. At any Member meeting, TRE may dissolve if (a) notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and (b) the resolution is approved a three-fourths (3/4) majority vote of the Voting Members.
  316. When the resolution for dissolution is adopted, either a committee designated by the resolution or the TRE Board shall distribute all TRE assets in the manner prescribed in section 05.03.03 of these Articles.
  318. 08.00: Article VIII
  319. Arbitration
  321. All claims and disputes arising under or relating to these Articles shall be settled by binding arbitration in the state of Texas or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration shall be in writing and shall provide an explanation for all conclusions and shall include an assessment of all related costs and expenses. Any such arbitration shall be conducted by an arbitrator mutually agreeable to the parties and shall include a written record of the arbitration hearing.
  323. 09.00: Article IX
  324. Amendments
  326. 09.01: Member-Initiated Amendments
  328. These Articles may be amended at any membership meeting by a three-fourths (3/4) majority vote of the Voting Members.
  330. 09.02: Board-Initiated Amendments
  332. The TRE Board may amend these Articles by a two-thirds (2/3) majority vote with immediate effect. Any such amendments shall be (a) reported at the next membership meeting, and (b) subject to modification or repeal by the Voting Members.
  334. 99.01: Appendix A
  335. Acknowledgements
  337. Autonomous Resistance
  338. https://zapatistamx.files.wordpress.com/2015/09/autonomous-resistance.pdf
  340. Co-operative identity, values & principles
  341. http://ica.coop/en/whats-co-op/co-operative-identity-values-principles
  343. Cooperative Equity and Ownership: An Introduction
  344. http://www.uwcc.wisc.edu/howtostart/Resources/
  346. Guidelines and Sample Bylaw Language for Multi-stakeholder Cooperatives
  347. http://www.cdf.coop/2013/01/29/guidelines-and-sample-bylaw-language-for-multi-stakeholder-cooperatives/
  349. ICA Model Bylaws for a Worker Cooperative
  350. http://institute.usworker.coop/sites/default/files/ica-model-bylaws.pdf
  352. Multi-Stakeholder Co-operative Bylaw Example
  353. http://www.coopzone.coop/en/node/2496
  355. Principles of the Federation of Egalitarian Communities (FEC)
  356. http://www.thefec.org/about-us/
  358. Sixth Declaration of the Lacandon Jungle
  359. https://en.wikisource.org/wiki/Sixth_Declaration_of_the_Lacandon_Jungle
  361. Solidarity as a Business Model: A Multi-Stakeholder Cooperatives Manual
  362. http://community-wealth.org/content/solidarity-business-model-multi-stakeholder-cooperatives-manual
  364. The Madison Principles
  365. http://www.cooperationworks.coop/about/madison-principles
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