Board meeting of August 19, 2026. Motions to establish the virtual guild, to adopt the Guild Participation Terms, and to settle the Bylaws ratification premise at its root. This memo moves adoption. It does not record it, and nothing in the packet is adopted unless and until the board votes and the vote is minuted.
DRAFT · unadopted · nothing in forceDrafted by Nou · 2026-08-19No board act taken
what is movedwhat the record already shows
§0
Standing
this memo moves adoption · it does not record it
Drafted 2026-08-19 at the commission of Todd Youngblood, Ventures and Operations Steward, by Nou, agent of record. Nothing here claims the board has adopted anything, and nothing is adopted unless and until the board votes and the vote is minuted. If the board acts, the act lives in the minute the recorder keeps and in the register entry that follows it, not here.
§1
Why this is before you
The guild has been advertised publicly and is not open. The participation page presents the guild from anywhere and says on its face that there is nothing to sign, that the Terms are not written, that the amendment establishing the guild is drafted and unadopted, and that there is no enrollment path. The legal shelf records the Guild Participation Terms as anticipated. The drafter searched the repository and the published site for the Framework amendment text and it does not exist in either, so the shelf's "drafted" was ahead of the record. The attached Amendment No. 1 is the first text that actually exists, and it is a draft.
§2
What is moved
Motion 1 · establish the guild
Adopt Amendment No. 1 to the Participation Framework, establishing the Guild Participant level within Class Three. Drafted with a fallback: if the Framework is found not to have been adopted, its status being contested in the record, the same text stands as a Board policy resolution under the authority Bylaws Schedule A expressly reserves. One vote adopts it on either footing.
deliberately not a Bylaws amendment; the guild should not be hostage to Bylaws finalization timing
Motion 2 · adopt the Guild Participation Terms
Adopt the Guild Participation Terms, opening enrollment at four self-chosen monthly tiers of $10, $25, $100, or $200, matching the published page exactly, every tier opening the same doors, dues never capital at any tier, with the ninety day invitation pathway to Cooperative Member.
adoption of the Terms alone does not open the guild; Motion 1 is the companion
Motion 3 · settle the Bylaws premise and fix the defect at its root
(a) Recite as a board finding that the June 2026 verbal ratification of the Bylaws was not final ratification and that the Bylaws remain a draft pending final board approval. Basis: the steward's statement of 2026-08-19, 16:13 UTC. Until this recital is minuted, that statement is a lead, not a record. If any Director knows the June minute shows otherwise, that must surface before the vote.
(b) Adopt Pre-Ratification Revision No. 1, revising section 1.1(c) so a Community Participant is "a participant," not "a member," and expressly not admitted under C.R.S. section 7-58-102(13). Authority: C.R.S. 7-58-304(1) and 7-58-401(1), verified against statute text 2026-08-19.
(c) Establish the pre-ratification change log, carrying forward, audited and updated, the two changes indexes this estate already publishes and their counterparts on techne.institute, and record the 1.1(c) revision there as BL-09.
three parts, moved together, because each depends on the first
Elections the motions require, each the board's and none the drafter's: GUILD-D2, the invitation count (two drafted, three available); GUILD-D5, the public name of the level; the grace period (sixty days drafted); the effective date; and whether adoption waits on execution of the foundation instruments. The dues presentation election is withdrawn: the steward decided on 2026-08-19 for the four published tiers, and the instruments carry that term.
Quorum is a simple majority of all Directors: six Directors, so four. Three is one short. The act of the Board is a simple majority of those present. Ties fail
3.12
Electronic presence counts as presence in person if all attending Directors can communicate during the meeting
3.15
Action without a meeting requires unanimous written consent of all six, filed with the minutes. The written path is stricter than the meeting, not looser
3.16
A Director is presumed to have assented unless dissent or abstention is recorded in the minutes. This meeting needs someone keeping the minute
3.14
On demand of two Directors, any board-approved resolution goes to the Members for ratification. With no members admitted, a referendum demand today would suspend the act with no body able to ratify it. Directors should know that before demanding one
Officers were elected at the first meeting of August 14, 2026, and the steward confirmed on the record on August 17, 2026 that he holds Secretary; see the first meeting. The counsel memo's "all three offices pending" reflects its July 1, 2026 status date and is superseded. What does not exist is any adopted written minute of the August 14 meeting; the minute protocol is itself unadopted and can guide but binds nothing.
§4
What the record already shows, including where it disagrees with itself
The board should adopt with these disclosed, not despite them.
1 · the foundation instruments are not executed
The formation notice states that the governing instruments are drafted and not yet executed and that no member has been admitted. Adopting guild terms that reference Class One admission builds on a foundation that has not itself completed. The board may proceed knowingly or sequence the foundation first; this memo takes no position.
2 · the ratification conflict, and the published record split on it
The conflict at DOC-01·08 dissolves if the steward's statement holds. Fetched live 2026-08-19: the techne.institute summary page corroborates him, and the techne.institute legal index contradicts him, describing Bylaws v.2 as "Ratified by board vote, June 2026. Legally in effect." Both are pages this estate published about itself, so neither is evidence of board action. This estate's own shelf takes neither side and records that no minute supplies the meeting. Whichever way the recital settles it, the losing page must be corrected and the correction logged. What the statement does not resolve: whether the Participation Framework was adopted, whether the August 14 minute exists in adopted form, or the Coworking class contradiction below.
3 · the word "member" in Bylaws 1.1(c)
The guild instruments place Guild Participants inside a class the Bylaws call "a member," while providing they are not admitted as members under C.R.S. 7-58-102(13). Their protection is that no admission act, no stock purchase, and no statutory contribution occurs. Motion 3(b) fixes it at the source. If Motion 3 carries, this narrows to a conformity check; if it fails, the guild instruments still stand and this returns to counsel as before.
4 · the Coworking class contradiction
The Bylaws make a Coworking Member a voting patron member, while the published participation page puts Class Two on the access track with no vote, no capital account, and no Schedule K-1, citing rates adopted June 24, 2026 for which no minute supplies the meeting. The guild is drafted into Class Three to stay clear of this.
5 · the Community Supporter Agreement
Recorded on the legal shelf as superseded in purpose by the guild track, though not by any board action. If the guild is established, the board may wish to retire that instrument by the same act. This memo does not move it.
6 · the Participation Framework's own status is contested
The shelf lists it as Drafted and unpublished; the ledger calls it ratified; the module description says it was adopted by board resolution on June 24, 2026. Its text is in neither repository nor on either published site, so its amendment clause cannot be read. Amendment No. 1 is drafted additively with a dual footing for exactly this reason.
7 · no CPA or tax counsel is engaged
The guild terms keep dues strictly non-capital in part to stay clear of tax questions the counting rules mark for tax counsel. Securities characterization of the tiers is likewise counsel's conclusion to give; the instruments state the design intent only.
§5
Statutory grounding, verified against statute text 2026-08-19
C.R.S. Title 7, Article 58, read at colorado.public.law mirroring the official 2024 C.R.S.: section 7-58-102(5) contribution, (9) financial rights, (13) member, (17) patronage, (18) patron member; 7-58-304 organization and initial directors; 7-58-305 bylaws content, including (1)(f) non-member allocations, not used, and (2) other provisions; 7-58-306 contributions addressed in organic rules; 7-58-401 and 7-58-405 amendment authority and approval, including the (5)(e) member-vote trigger for admission terms; 7-58-502 becoming a member.
The load-bearing chain: a member is a person admitted as a patron or investor member; both kinds require a contribution, which is a benefit provided to become or remain a member; a Guild Participant is never admitted, contributes nothing within that meaning, and buys no stock, so no membership, no member's interest, and no financial rights arise, and dues stay dues.
The ledger, rdm-ledger.yaml, packets GUILD, P-01, and U-10.
The C.R.S. sections listed in section 5, read 2026-08-19.
The steward's statement of 2026-08-19, 16:13 UTC. A lead until minuted; Motion 3(a) is its evidence path.
The techne.institute legal pages fetched over HTTP on 2026-08-19: the legal index, the two proposed changes indexes, bylaws-v2, participation, and summary. One referenced page is broken: techne.institute/legal/hub-membership-agreement/ returns 404 while the index describes the instrument.
Where the only source for a claim would have been this estate's own published description of a board act, the claim is flagged above rather than asserted.