Section 1.1(c), and the word "member." A draft revision to a draft instrument: nothing here is adopted or in force. It works only on a premise the board has not yet recited, and it says so on its face, with the fallback written out for the case where the premise fails.
A.1 This instrument exists because of a statement the steward supplied on the record in direct message on 2026-08-19 at 16:13 UTC: "The verbal ratification of the bylaws in June was not final ratification and still requires board approval. We have the authority, and can still make changes to the Bylaws and Member Agreements before final approval and vote, as long as it is tracked in the techne.coop change log."
A.2 That statement is a lead, not a record. By the house rule, a steward's verbal report does not itself evidence a corporate fact. What would evidence it: the minute of the June meeting showing ratification was not moved or not carried, or a board minute of today's meeting reciting, as a finding, that the Bylaws remain a draft pending final board approval. The board is asked to make that recital today, Motion 3 of the memo. If the recital is made and minuted, the premise holds. If the June minute surfaces and shows final ratification occurred, this instrument fails and Part D applies.
A.3 If the premise holds, the June versus July ratification conflict at DOC-01·08 dissolves: there was no final ratification in June because final ratification has not happened at all. The conflict is not resolved by preference; it is resolved by the steward's account if and only if the board minutes it.
A.4 The published record is split on the premise. Fetched 2026-08-19: the techne.institute legal index describes Bylaws v.2 as "Ratified by board vote, June 2026. Legally in effect," which contradicts the steward. The techne.institute summary page says the opposite and corroborates him: "The Bylaws and Membership Agreement are v.2.1 drafts, not yet ratified, not yet binding on any member." Both pages are this estate's own publications, so neither is evidence of what the board did. This estate's own legal shelf takes neither side and says no minute supplies the meeting. The contradiction is reported to the board; the recital, minuted, is what settles it. Whichever way it settles, the losing page must be conformed afterward and the correction logged in the change log.
| provision | what it supplies |
|---|---|
| C.R.S. 7-58-304(1) | After formation the initial directors "shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association." If the Bylaws are not finally approved, revising the draft before adoption is that business |
| C.R.S. 7-58-401(1) | "In addition, the initial board of directors may amend the bylaws of an association under section 7-58-304." The statute gives the initial board a bylaws amendment power that does not run through the member vote of 7-58-405(2). No member has been admitted, and the directors in office are the initial directors |
| Article XII and 7-58-405(2) | Both govern instruments that are in force. A document not yet finally approved is revised, not amended; its own amendment clause is not yet operative against it |
C.1 The defect. Draft Bylaws v2.1, Article I, section 1.1(c) defines the Community Participant class as "A member with access to the Cooperative's programming and community events. Community Participants may participate in governance as determined by the Board." From-text verified 2026-08-19 against the published Bylaws v.2 page, which carries this wording verbatim; the recorder should still confirm against whichever text the board treats as the current draft before the vote. The word "member" collides with the formation notice (no member admitted), with the Guild Participation Terms, and with Amendment No. 1. At law, C.R.S. 7-58-502(1)(a) says a person becomes a member as provided in the articles or bylaws, so a bylaw that calls the class "a member" is not a loose word but a possible admission provision. This was already identified in the May 2026 research addendum as BL-A04.
C.2 Operative text, proposed. RESOLVED, that the draft Bylaws are revised before final approval as follows, and that the revision be recorded as change BL-09 in the pre-ratification change log:
from
A member with access to the Cooperative's programming and community events. Community Participants may participate in governance as determined by the Board.
to
A participant with access to the Cooperative's programming and community events. A Community Participant is not admitted as a member of the Cooperative within the meaning of C.R.S. section 7-58-102(13), makes no contribution, and holds no member's interest, unless and until separately admitted to a membership class under these Bylaws. Community Participants may take part in community processes as determined by the Board.
C.3 Scope discipline. This revision changes one definition and nothing else. Adjacent questions it deliberately does not touch, each flagged for counsel: the phrase "participate in governance" in the original text, replaced above with "take part in community processes," since the governance wording is itself member-flavored; Schedule A's row for Class Three, whose framing presumes membership vocabulary; Article I's own title if it reads "Membership"; and the Coworking class contradiction at sections 1.1(b) and 1.4, which is not this instrument's business.
C.4 Effect on the guild instruments. With this revision, the counsel flag in Amendment No. 1 narrows from a live collision to a conformity check, and the guild sits inside a class whose definition agrees with the instruments that create the guild.
C.5 Alternative disposition, reported. The estate's own summary page recommends a stronger cure for BL-A04: remove the Community Participant class from the Bylaws entirely and run community access as a non-member program under a separate agreement. That alternative is coherent and counsel may prefer it, but it is not moved today, because the guild instruments in this packet are drafted into Class Three and depend on the class existing. This revision takes the minimal step that removes the legal risk while preserving the class the packet builds on. If the board prefers removal, table this revision and recommission the packet.
If the Bylaws are found to have been finally ratified, in June or at any time before this vote, this revision is void as a pre-ratification revision, and the board should treat it as a proposed Bylaws amendment requiring the Article XII and C.R.S. 7-58-405(2) process once members exist, unless counsel concludes the initial board's power under 7-58-401(1) suffices. The guild instruments do not depend on this revision: Amendment No. 1 and the Terms stand on their own dual footing either way.
-- ADOPTION BLOCK. Completed by the recorder, not before the vote.
The Board of Directors of RegenHub, LCA, at a meeting with quorum
under Bylaws 3.13 on ____________, having first recited as a finding
that the Bylaws remain a draft pending final board approval:
revision adopted ____ in favor, ____ against, ____ abstaining,
and recorded as change BL-09 in the pre-ratification change log.