Articles of
Incorporation

This is our founding document. It makes our users the owners, puts our board of directors in charge of business affairs, and it empowers our users to elect the board and control these articles.

The name of this Corporation will be User Cooperative.

The duration of this Corporation will be perpetual.

1. The purpose of this Corporation is to put all meaningful tech power and profits into the people's hands.

2. This Corporation can carry out every lawful activity authorized by the Revised Code of Washington, Chapter 24.06: Nonprofit Miscellaneous and Mutual Corporations Act ("Statute").

1. No shareholders. This Corporation will not be a stock corporation, and it will not issue stock.

2. Member-owned. As explained in these articles, this Corporation will be one hundred (100) percent owned and democratically governed by its members.

1. One class, open to anyone. This Corporation will have one class of membership, and membership will be open to any natural person. This Corporation will allow one (1) membership per natural person.

2. Application, no membership fee. To become a member, a person must apply. This Corporation's bylaws ("Bylaws") will determine the form of application. No fees or other assessments of any kind will be required for membership.

3. No Liability. No member will be liable for any debt, obligation, or liability of this Corporation.

4. Non-Transferable. Membership will not be transferable and will not pass by any form of succession.

5. Voluntary Termination. A member will be able to voluntarily terminate their membership. If they do, they will not receive a payment or refund of any kind, and they will lose their rights and interest in this Corporation.

6. Termination for Inactivity. If a member does not use this Corporation's services for three (3) years, their membership will automatically terminate without a payment or a refund of any kind, and they will lose their rights and interest in this Corporation. "Use" (noun) is defined in Article 9.

7. Termination for Cause. If this Corporation exercises any right under its terms of service, or other contracts, to terminate a member's service account, that member's membership may also be terminated without a payment or refund of any kind. In such membership termination, the member will lose their rights and interest in this Corporation.

8. More Terms in Bylaws. The Bylaws may specify other terms of membership if they do not violate these articles.

9. Phase-In of Membership Rights. Membership rights consist of (a) economic rights under Article 7 and Article 8 and (b) voting rights under Article 6. A member acquires economic rights upon becoming a member, and a member acquires voting rights upon becoming a member or on the date of the member meeting at which members first elect Directors ("First Member Meeting"), whichever is later. The First Member Meeting will occur no later than six (6) months after the date upon which two conditions are met: (i) this Corporation reaches, for the first time, one million five hundred thousand (1,500,000) members and (ii) this Corporation collects in cash fifteen million dollars ($15,000,000) of cumulative gross revenue, which includes, but is not limited to, voluntary financial contributions from members. Before the First Member Meeting, the Director on the Initial Board of Directors, as stated in Article 14, is the only member entitled to vote. Once a member acquires voting rights, they may not be suspended, conditioned, or limited by the Bylaws.

1. One Member, One Vote. Subject to the phase-in of voting rights under section 9 of Article 5, each member entitled to vote will have one (1) vote for each board of directors ("Board") seat to be elected and one (1) vote on each other item of business submitted to a vote of members.

2. Members Vote for Themselves. Voting by proxies or designees will not be allowed.

3. Electronic Voting. Any member vote will be taken electronically to the full extent the law allows.

4. More Voting Procedures in Bylaws. Unless otherwise defined by these articles or required by law, voting procedures will be determined by the Bylaws.

1. Definition of Surplus Funds. Unless otherwise defined by the Bylaws, "Surplus Funds" is a positive amount equal to (a) the calendar-year earnings of this Corporation's cooperative business minus (b) the reserves the Board considers necessary for business purposes.

2. Dividends for Use. Surplus Funds will be returned to members as patronage dividends in cash, in kind, or both, in proportion to members' Use. "Use" (noun) is defined in Article 9. A member's patronage dividend for any period will be calculated as:

Member's dividend = Surplus Funds x (Member's Use ÷ All members' Use)

3. The Board Determines Dividends. According to the Bylaws, the Board will determine (a) Surplus Funds, (b) the time and manner of distributing Surplus Funds, and (c) all other matters related to declaring and distributing Surplus Funds that do not violate these articles. To avoid doubt, section 2 of this article and Article 9 may not be overridden without an amendment to these articles. Amendments to these articles are discussed in Article 15.

4. Annual Dividends by Default. Unless otherwise stated in the Bylaws, the Board will annually determine and distribute Surplus Funds for the prior calendar year.

5. Dividends Not Guaranteed. The Board may elect not to declare or distribute Surplus Funds if it determines that such election is in the best interests of the Corporation.

If this Corporation dissolves or liquidates, any assets that remain after paying or providing for payment of corporate obligations will be distributed to this Corporation's members on the date of dissolution or liquidation as a final patronage dividend in proportion to their Use of this Corporation's cooperative program since its inception. "Use" (noun) is defined in Article 9.

1. Definition of Use. "Use" means use of services of the cooperative program of this Corporation. Use for any period is quantified as (a) the sum of unique member-to-service calls, plus (b) the sum of unique service-to-member calls, plus (c) any calls credited to a member as provided in section 2. A "member-to-service call" is a member-initiated interaction with this Corporation's services, like a mouse click, screen tap, or swipe, that sends digital data to this Corporation so that it can provide, customize, or improve its services. A "service-to-member call" is a service-initiated interaction with at least one of this Corporation's applications on a member's device that sends digital data to this Corporation so that it can provide, customize, or improve its services, such as an automatic retrieval of cookie, device, location, or stored usage data, in accordance with a member's privacy settings and this Corporation's Privacy Policy. Each call counts as one (1) call unless its category is an incentive category further to section 2.

2. Incentive Multiples and Credits. This Corporation may use incentive multiples and incentive credits to encourage Use and other member activities that advance the interests of this Corporation, such as a member's referral of a new member. An incentive multiple causes each call in an incentive category to count as more than one (1) call in quantifying Use. An incentive credit credits a member with a fixed number of calls for an activity in an incentive category that is not itself a call or cannot practically be measured in calls. Every member will be eligible to participate in every incentive category on the same terms, and each incentive category will relate to business done with or for members. The mechanics of incentive multiples and credits, including the designation of incentive categories, the multiples or credits assigned to them, and the conditions under which a call or activity qualifies, are defined in the Bylaws.

3. A member must be signed in to their service account to receive credit for their Use.

4. Accounting for Use. Until this Corporation can account for Use, this Corporation will consider all members active users and equal recipients of any patronage dividends. When this Corporation can account for Use, it will do so to the extent it can reasonably measure it. Accounting for Use will be identical among members for any given period.

1. Management. This Corporation will be managed by the Board and the officers and employees it appoints.

2. President. The "President" of this Corporation is its chief executive officer, meaning its highest-ranking executive officer by whatever title known, and is appointed by the Board. The general powers and duties of the President are to act as the manager of the Corporation and to have general supervision, direction, and control over the business and affairs of the Corporation, subject to the oversight and direction of the Board. The President is a Director by virtue of the office and presides as chairperson of Board and member meetings. The powers and duties of the President may not be transferred to or exercised by any other person, except that the President may designate a person to exercise them, in whole or in part, temporarily during the President's absence, and the Bylaws may provide for their temporary exercise only while the President is incapacitated or the office is vacant and no presidential designation is in effect. Neither a designation nor the Bylaws may authorize another person to serve or vote as a Director in the President's place.

3. Bylaws, Board Oversight. The Bylaws govern this Corporation and can include any provision with respect to the management or affairs of this Corporation if it does not violate the law or these articles. The Board can adopt, alter, amend, or repeal the Bylaws.

4. Amending the Bylaws. The Bylaws may be altered, amended, or repealed by the affirmative vote of at least two-thirds of the Directors in office. Any proposal for such change submitted for a vote, along with the names of the Directors who voted for and against it, will be sent electronically to all members no more than three (3) days after the vote is concluded.

1. Three to Nine Directors. Except for the Initial Board, as stated in Article 14, the Corporation's affairs will be managed by a Board of three (3) to nine (9) directors ("Directors"), as the Board determines. A change in the possible number of Directors requires an amendment to these articles. Amendments to these articles are discussed in Article 15.

2. Directors Must Be Members. To be a Director, one must be a member.

3. Members Elect Directors. Members will elect all Directors except for the President.

4. Maximum Years of Director Service. Elected Directors can serve for no more than nine (9) years in total, whether or not served consecutively. The President can serve as a Director for the greater of nine (9) years or their tenure as President. A person can serve multiple terms as President, whether or not consecutive, and their tenure as President is the total of all periods served as President.

Special meetings of members can be called by the Board, the President, or at least five (5) percent of this Corporation's members entitled to vote. Only business within the purpose or purposes described in the meeting notice can be conducted at a special meeting.

1. The address of the initial registered office of this Corporation is 518 East Blanco, Suite 300, Boerne, Texas 78006.

2. The name of the initial registered agent of this Corporation is Diane Gasaway, whose physical address is 407 4th Avenue East, Suite 201, Olympia, Washington 98501 and mailing address is P.O. Box 256, Olympia, Washington 98507-0256.

There is one (1) Director at the time of adopting these articles:

Name: Matt Martensen
Address: 206 East Hosack Street, Boerne, Texas 78006
Term Expires: When no longer the President

1. Member Approval. Any proposed amendment to these articles will be adopted upon receiving the affirmative vote of at least two-thirds of the members voting on the proposed amendment.

2. Minimum Number of Members Voting. Five (5) percent of this Corporation's members entitled to vote will constitute a quorum to vote on any proposed amendment to these articles.

This Corporation is intended to be qualified and maintained under the provisions of the Statute. This Corporation accepts the benefits of and will be bound by the provisions of the Statute.