Establishment of the Guild Participant level. A draft instrument awaiting board action: nothing in it is adopted or in force. Drafted additively, so it changes no existing sentence of the Framework, and on a dual footing, so one vote adopts it whether or not the Framework itself was ever adopted.
This instrument amends the Participation Framework, the Layer 3 patronage instrument described on the legal shelf as governing how members participate in cooperative Programs and how contributions accrue recognition.
Disclosure the drafter owes the board. The Framework's text is not published on techne.coop, the shelf says so expressly, and it was not found anywhere in the repository. Its adoption status is contested in the record: the legal shelf lists it as Drafted; the ledger, packet U-10, calls it the ratified Participation Framework; the GUILD module description has it adopted by board resolution on June 24, 2026. June 24, 2026 is also the date whose summary notes contradict themselves about whether Bylaws ratification occurred (DOC-01·08). The drafter therefore cannot quote the text this amendment changes, and no quotation appears below. This amendment is drafted additively: it adds a new section and changes no existing sentence.
Fallback construction. Because the Framework's status is uncertain, this instrument is drafted to operate on either footing. If the Framework stands adopted, this is Amendment No. 1 to it, adding the section in Part B. If the Framework is not adopted, this stands alone as a resolution of the Board of Directors establishing the Guild Participant level and its terms, under the authority the Bylaws already reserve to the Board. Either way the operative text is the same and one board vote adopts it.
| source | what it supplies |
|---|---|
| Bylaws 1.1(c) | Establishes the Community Participant class: "A member with access to the Cooperative's programming and community events. Community Participants may participate in governance as determined by the Board" |
| Bylaws Schedule A | For the Community Participant class, share price and dues are "Set by Board resolution upon establishment of the class," and "Classes without an executed membership agreement carry no financial terms until the Board establishes them by resolution." The resolution this amendment asks for is the act Schedule A anticipates. A prior working draft cited this language to 1.1(c); that was a miscitation |
| Bylaws 3.13 | A simple majority of all Directors is a quorum, and a simple majority of those present at a properly noticed meeting with quorum is the act of the Board |
| C.R.S. 7-58-305(2) | Bylaws "may contain any other provision for managing and regulating the affairs of the association." A board policy instrument operating under an express reservation in the Bylaws is ordinary management of affairs. Verified against statute text 2026-08-19 |
What this amendment deliberately is not. It is not an amendment to the Bylaws or the Articles of Organization and does not depend on one. It changes no membership class, admits no member, and alters no term for admission. Class Three already exists in Bylaws 1.1(c), and Schedule A already delegates the class's financial terms to Board resolution. The Bylaws-side fix is moved separately as Pre-Ratification Revision No. 1, so this instrument works whether or not that premise holds.
Adoption mechanism. Because the Framework's own amendment clause cannot be read, the drafter cannot certify what it requires. The mechanism used here is the most conservative one available in the instruments that can be read: a resolution at a properly noticed Board meeting with quorum of four of six Directors and a simple majority of those present (Bylaws 3.13), or unanimous written consent of all six Directors filed with the minutes (Bylaws 3.15). If the Framework surfaces and its amendment clause demands more, the board should re-adopt under that clause, and counsel should confirm.
RESOLVED, that the Participation Framework is amended by adding the following as a new section, numbered by the Secretary to follow the Framework's last section, and that, if and to the extent the Participation Framework is found not to have been adopted, the following stands as a policy resolution of the Board with the same force:
1. Establishment. There is established within Class Three (Community Participant, Bylaws 1.1(c)) a participation level called the Guild Participant level (working name; the public name is election GUILD-D5). The guild is the virtual way into the Techne craft-guild Program: a network of self-organizing communities of practice, open to participation from anywhere without presence in Boulder.
2. Not admission to membership. Enrollment as a Guild Participant is a contractual program relationship and is not admission to membership in the Cooperative. A Guild Participant is not admitted as a patron member or investor member within the meaning of C.R.S. section 7-58-102(13), makes no contribution within the meaning of C.R.S. section 7-58-102(5), purchases no share of stock under Bylaws 1.2.4, executes no Membership Agreement, holds no member's interest, no capital account, no governance rights, and no financial rights (C.R.S. section 7-58-102(9), (10)). The Cooperative shall not allocate profits or losses to, or make distributions to, Guild Participants as such, and shall not adopt the non-member allocation option of C.R.S. section 7-58-305(1)(f) for the guild.
3. Dues. Guild dues are payable monthly at one of four tiers, self-chosen by the Participant: ten dollars ($10), twenty five dollars ($25), one hundred dollars ($100), or two hundred dollars ($200) per month, as published at techne.coop/participation. Every tier opens the same doors; no tier purchases governance, priority, or standing over any other Participant. Dues are dues, never capital, at any tier: no payment under this level is a capital contribution, opens a capital account, or is credited toward any membership share.
4. Terms. The rights and obligations of Guild Participants are stated in the Guild Participation Terms, adopted by Board resolution and versioned on the legal shelf. The Terms may not contradict this section; where they do, this section controls.
5. Pathway. Continuous guild participation in good standing counts toward eligibility for invitation to Cooperative Member (Class One) on the same footing as presence at the hub, per the invitation pathway in the Terms. Nothing in this section or the Terms creates a right to membership; membership arrives only by invitation, Board acceptance, execution of the Membership Agreement, and payment of the membership share.
6. Elections recorded at adoption. The Board records with this amendment: GUILD-D2, the invitation count (two drafted; three available); GUILD-D5, the public name of the level.
-- ADOPTION BLOCK. Completed by the recorder, not before the vote.
Adopted by the Board of Directors of RegenHub, LCA on ____________,
at a meeting with quorum under Bylaws 3.13 / by unanimous written
consent under Bylaws 3.15 (strike one),
____ in favor, ____ against, ____ abstaining.
GUILD-D2 recorded as: ____ GUILD-D5 recorded as: ____________