The Laban Johnson Group, LLC

COOPERATIVE MEMBERSHIP AGREEMENT

1. Purpose of the Cooperative

The Laban Johnson Group is a cooperative which promotes the development of entrepreneurship and socially responsible enterprise by leveraging teamwork and technology to enable entrepreneurs to overcome the major obstacles to success and improve the quality of life in every way for our Members, our families and communities.

2. Purpose of the Membership Agreement

This Agreement defines the terms and conditions of the agreement made between Members and the Cooperative in accordance with the Cooperative Principles as established by the International Cooperative Alliance. This Membership Agreement articulates and informs potential Members of the rights and responsibilities of joining the Cooperative and establishes the framework for ordering legal relationships among the Members such as payment of fees, sharing of resources, duration of membership, and other facets of the relationship. The Agreement binds Members, the Cooperative, and any successors in interest to certain conditions specified within it. It also gives some certainty to the Cooperative relationships while remaining sufficiently flexible to address evolving needs of the Cooperative and Members in a changing technological and legal landscape. In the event of conflicts between the By-Laws and the Agreement, the Agreement ultimately controls interpretation and application of the benefits and responsibilities of Members in the Cooperative. More importantly, the Membership Agreement also articulates the rights and responsibilities of all Members in order to represent those rights and responsibilities as shared goals and as an acknowledgment of Members and the Cooperative together working in support of the conditions, criteria, and mission set forth within the Charter. Thus, as a fundamental condition of the Cooperative, Cooperative and Members agree that flexibility and modification are equally important to a strict application of this Agreement in ordering the respective relationships of this membership association and in manifesting the intent of the parties that cooperate within it.

3. Definitions

“Accounting Period” or “Accounting Quarter” – Unless specifically described otherwise in writng, an “Accounting Period” or “Accounting Quarter” shall refer to a Quarter of a calendar year (three months). Quarter One (Q1) begins January 1 of each calendar year and ends March 31 of the same year. Quarter Two (Q2 begins April 1 of each calendar year and ends June 30 of the same year. Quarter three begins July 1 of the calendar year and ends September 30 of the same calendar year. Quarter Four (Q4) begins October 1 and ends December 31.

“Board of Directors” – The group of persons vested with the management of the affairs of the corporation, regardless of the name used to designate the group.

“Bylaws” – The rules adopted to regulate or manage the corporation, regardless of the name used to designate the rules.

“Capital Credits” – Patronage Refunds retained by the Cooperative for actual or potential expansion of the entity’s services and any purpose consistent with its charter. Capital credits are retired on a percentage method which allows all members to receive a retirement, but provides the lion’s share of the retirement to the long-term member who has the most invested in the Cooperative.

“Charter” – the  formation document(s) which create the corporation, and defines its privileges and purposes.

“Earnings” – Commonly referred to as “profit,” or total income less expenses. This is purposefully distinguished from the more limited term “margins,” also defined herein.

“Invested Capital” – Funds invested in the cooperative by an investor with the expectation of receiving an investment dividend.

“Investment Dividend” – The return on invested capital or on membership capital derived from the net savings of the cooperative.

“Member Services Committee” – a special delegation of Members chiefly responsible for proper allocation of Resources to meet the needs of the Members.

“Member” -  Any form of legally recognized business entity, to include but not limited to a corporation, a sole-proprietorship or partnership, joint venture, unincorporated association or trust which has accepted the terms of this agreement and is formally recognized by the Cooperative as a Member.

“Membership Capital” – The funds of a cooperative derived from members of the cooperative generally as a requirement of membership or in lieu of patronage dividends. The term does not include deposits or loans from members.

“Net Margins” or “Margins” -  Net earnings of the organization from business conducted with or for its patrons” as used in the IRS Code  in place of terms such as “profit,” “net profit,” “income,” “net savings,” and “net income” when referring to money a cooperative earns on business conducted on a cooperative basis.

“Patronage Refunds” – A share of the net margins distributed among members of the Cooperative on the basis of patronage, as provided by the by-laws. The term Patronage Refunds is used, as opposed to “patronage dividend” in accord with general cooperative preferences and to avoid confusion with dividends paid to patrons and other equity holders on their capital stock. “Patronage Refunds” that do not qualify as “patronage dividends” (for tax purposes) are treated as ordinary “dividends” as defined in Code § 316 for tax purposes.

“Resources” – Any and all resources made available to the cooperative by its Members or any other source and cataloged by the Member Services Committee for allocation.

“Share” – A unit of ownership of a Member entity. Shares are generally transferable with sale or transfer of the Member entity, in whole or in part.

“Shareholder” or  “Owner” – Any individual having ownership interest, in whole or in part, in any Member entity of the Cooperative.

“USC” – United States Code

“Patron” -  A Treasury Department regulation describes a patron as “any person with or for whom the cooperative association does business on a cooperative basis, whether a member or a nonmember of the cooperative association….” and has a right to share in the cooperative’s earnings on a pro rata, patronage basis. In other words, a patron is a person who shares in the earnings of the cooperative on the basis of the amount of business conducted with the cooperative.

4.Term

The term of this agreement shall extend for as long as the Member remains a Member.

5. Member’s Rights

Access to Information-  Each Member has the right to access company financial information, the Strategic Plans, staff, board and Membership meeting minutes, all Bylaws, Board Resolutions, Personnel Policies and all documents explicitly ratified by the Board or Membership body.

Access to Resources – Each active Member has the right to share in the Resources of the Cooperative in accordance with the operational plans of the Cooperative, as determined by the Board.

Education – The Members have the right to educational opportunities sufficient to enable them to responsibly and effectively govern the Cooperative.

Governance – Each Member has the right to run for the Board of Directors, the right to run for Committee membership, the right to issue resolutions to the Board (a right for the co-op as a whole, not necessarily a right of individual co-op members)

Immunity From Liability – The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation.

Open Membership -  Any prospective member meeting the basic qualifications for Membership may join at any time by accepting the terms of Membership and registering as directed (on the web site).

Speech -  Each member has the right to speak at worker-owner meetings, the right to propose agenda items, the right to publicly raise issues and express opinions in co-op forums and communication channels, as well as the right to contribute to other members’ annual evaluations.

Termination by Member -  Membership may be terminated by Member at any time upon receipt of signed written notice.

Voting – Each member has the right to participate in all pre-vote discussions and all votes held by the Membership, which includes, at minimum, the following: Votes on Board candidates, the right to vote to add, delete or amend bylaws. ONE MEMBER, ONE VOTE: A member of a cooperative association has one vote.

6. Member’s Responsibilities

Acknowledgment of Tax Liability – Member agrees that for purposes of determining the amount of any distribution made to Member by this cooperative, Member shall treat the full amount of any distributions, with respect to Member’s patronage, which are made in written notices of allocation (as defined in 26 U.S.C. s1388), which Member receives, as income received in the year in which such written notices of allocation are received at their stated dollar amounts in the manner provided in 26 U.S.C. s 1385 (a).

All shareholders must be named. The Member agrees to disclose the names of each person and/or entity having ownership interest in any form of the Member entity and the percentage of ownership.

Conduct – Members should always act with civility and mutual respect toward fellow co-op members

Confidentiality – The nature of some services provided by the Cooperative and/or its Members requires that certain information be handled in a private, confidential manner. Member warrants that business, employees or clients’ information will not be released to people or agencies outside the Cooperative without written consent; the only exceptions to this policy will be to follow legal or regulatory guidelines. All memoranda, notes, reports, or other documents will remain confidential, including especially client lists, marketing data, strategic plans, etc, and personal or identifying information about our Members, Shareholders, Patrons, employees (such as names, addresses, phone numbers, or salaries) will not be released to people not authorized by the nature of their duties to receive such information, without the consent of management.

Duty of Disclosure – Member, upon gaining knowledge of any information which could reasonably prove harmful to the interests of the Cooperative and/or any of its Members including unlawful or criminal activity, conflict of interest, breach of an agreement, anticipated breach of agreement, or competition has the duty to immediately disclose such information to the Cooperative in writing.

Education – Member is responsible for educating themself about the governance, cooperative structure, the business and operations of the Cooperative
Intellectual Property: Members shall respect each others’ intellectual property rights, and the trademark(s) and identity (ies) of the cooperative.

Member must keep registration information up to date, including names, addresses, phone numbers, e-mail addresses and other relevant information.

Members have the duty to cooperate with all aspects of the business operations plans of the Cooperative as determined by the Board, duly appointed Committees and voting Membership.

A Member’s Membership, rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of the Cooperative.

Participation – Member responsibilities pertaining to participation include attend Co-op meetings, participate in co-op votes, activities and mentoring new members and staff.

Registration is required for Membership.

No member is a franchise, nor any members’ agents, assigns, officers or employees.

7. Our Rights and Responsibilities as a Cooperative

Audit Rights – Cooperative reserves the right at its own expense to periodically review the performance and accuracy of Member records relating to the rights granted under the agreement, within reason, including but not limited to records of production, sales and payment.

Capital Credits – Cooperative may retain Patronage Refunds for actual or potential expansion of the entity’s services and any purpose consistent with its charter or decision of the Board.

Membership Agreement Enforcement – Each Member agrees that the Board of Directors of the Cooperative may enforce this Membership Agreement on behalf of the Cooperative and/or any of its Members. The procedure for doing so shall be as provided in the Cooperative’s Bylaws.

Membership Fees – Regardless of other agreements made hereunder, The Cooperative may assess an administrative fee of up to ten percent (10%) of the Member’s gross receipts each Accounting Period or as otherwise agreed between the parties.

Patronage refunds – Cooperative will return surplus Margins to users as patronage refunds based on the amount of business each user does with the cooperative.

The Cooperative reserves the right to conduct some operations on a non-cooperative basis.

8. Miscellaneous

Attorney’s Fees – In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

Bankruptcy of a Member – A trustee in the bankruptcy of a member may apply to the Cooperative for repayment of bankrupt Member’s “Share”.

Binding – This Agreement shall be binding on the successors and assigns of all parties hereto.

Counterparts – This Agreement may be executed in counterparts which, when taken together, shall have the same effect as a fully executed original. Delivery of a signed copy of this Agreement by telefacsimile or comparable technology shall have the same effect as delivering a signed original.

Disclaimer of Warranties – Member expressly agrees that use of the Cooperative’s services is at Member’s sole risk. The Cooperative, it’s website(s) site and services are provided on an “as is” basis. The Cooperative makes no representations or warranties of any kind, express or implied. The Cooperative disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement if such failure is caused by the occurrence of any force majeure beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections or acts of God.

Indemnification – The Cooperative provides its Services to Members on the assumption that Members will act professionally and responsibly. If they do not, Members must bear full responsibility for their actions. The Member agrees to indemnify and hold harmless the Cooperative against loss or threatened loss or expense by reason of the liability or potential liability of the Cooperative for or arising out of any claims for damages.

Jurisdiction – This agreement shall be interpreted under the laws of the State of Nevada, USA. Any litigation under this agreement shall be resolved in the trial courts of Clark County, Nevada USA.

Limitation of Liability – Regardless of the type of claim or the nature of the cause of action, Member agrees that in no event shall The Cooperative be held liable in any manner whatsoever for any direct, indirect, incidental, punitive or consequential damages, including but not limited to loss of revenues, loss of profits or loss of reputation. Member’s sole and exclusive remedy with respect to the use of any services provided by the Cooperative shall be cancellation of membership by notice in writing. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; in those jurisdictions the Cooperative’s liability shall be limited to the extent permitted by law.

Mediation Preceding Arbitration – Whereas Mediation can save time and money, by either resolving the matter or narrowing the issues to be arbitrated, and arbitration is good public policy, if a dispute arises out of or relates to this contract, a subsequent contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Non-Waiver – The failure by one party to require performance of any provision shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Severability – If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that or other jurisdictions of any other provision of this Agreement.

Statute of Limitations – The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.

Waiver – No waiver of any provision of this agreement shall be valid for any purpose unless in writing.

Continued at http://www.labanjohnson.com/wp-content/uploads/member_agreement_signature_page.pdf

Members