Meeting Notes/20120720mdr

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Going forward - What is the liability of the verious shareholders? Because it is not a formal Texas Co-op. How does it impact the membership at larger

We're trying to work together with the LLC - We're funding with the investment AND the dues of the Members. And we need to make sure that Investment shares.

What can we do to make sure that investment shares do not become "a manipulative" thing. We want people to be able to invest in the space, but not let it become a "take my ball and go home" thing that negitively impact the space.

It's also to make sure that people do not get extra power because of investment.

There will be different series of shared. Example Series B1 investment share, 5 year, X interest, x payback fixed and so on.

Terms for structure: 1 - Series A members, they "subscribe" they get 1 unit, 1 vote but no extra income - No taxes to fill out. Maybe one form but it will always have 0s

 - Series B members, they subscribe and invest, they get x units, 1 vote and income or payback per the share series

- Possibly taxes, if you make over amount.

2 - Something will have to be written in so that investors do get some pay out because they have to pay income taxes even if there's no pay out. So this will provide just enough to investors enough to pay the tax

3 - ALL SERIES B shares DO NOT PROVIDE EXTRA VOTES EVER. - You must have a Voting Share and continue to stay in good standing (pay your monthly dues/fee). - If a member is no longer in good standing, their Voting Share will be paid back.

4 - Investment Shares, Series B ("preferred") - Must adhear to Securities Laws.

B1 or B investment shares will be for the current LLC members B2 or C investment shares will be for new investors

What is the order of priority for paying back investment shares?

Surplus/Excess will be devided up by the value of the shares.

Shares, regardless of "series", will have a constant value. (One investment share will cost $x.)

These shares are not ment to be traded outside the organization.

51% veto of the membership will put a hold on the actions of the Board Membership can veto and stop actions of the Board of Directors with a vote of 2/3rds Majority.

Members in bad standing, who still have investment shares, maintains their one veto but no longer has a vote.

A vito goes by persentage per entity. These vito rights and persentages are set when the series is created

"Common Shares" - Vote for Directors, at 3 years a Director position needs to be voted on again.

- Bi-weekly meeting of the membership where Members (owner of a common share) non-monitary movements, or suggestions for monitary actions - Quarterly ALL member meetings followed by a quarterly meeting of the Board happens. Important buisness such as reporting and elections.

We want to be able to apply for a Co-Op Domain.

Board Members/Directors - Not paid. This will be the case going forward but it can be changed in the future by a vote of the Membership.

-- Purchase, transfer, sale, etc of shares -- How will this be handled?

Somebody needs first right of refusal for the sale/purchase of shares.

Should somebody wish to buy, sell or dispurse shares that action must be communicated to the other shareholders before they do so and makes it available for a vito by the other shareholder.

The LLC has the ability to sub-divide.

Stop loss policy writting into the series

Each series has written into it what happens with the shareholder wants out, the shareholder is ejected in some way, etc.

Involuntary transfer of shares: - Death, Willed to somebody or otherwise inherited - Voting share is non-transferable and is automatically purchased back - The estate/heirs/assign now own the investment shair (they have the vito), the minimum quantity is one share.

- Price of a share: $100

- We are not putting into our by-laws that we are a non-profit. We would like to have a retail outlet. What are the ramifications?

- LLC have one major drawback. We can't take donations. There are laws about a company getting money or in-kind "donations" if somebody wants to throw it at us. - We need to be establishing that something is a gift is an actual gift.

- Trademarks, $1000 flat fee from MWR to register