These bylaws serve as the foundational framework for the operation and governance of the Source Cooperative. They outline the principles of democratic management and the commitment to nonprofit operation, ensuring that the organization remains dedicated to its charitable and educational mission.
The name of this organization shall be "Source Cooperative," hereinafter referred to as the "Cooperative."
The purpose of the Cooperative is to provide software as a service to its users while operating as a 501(c)3 nonprofit and governed as a cooperative utility. The Cooperative shall operate exclusively for charitable and educational purposes, including, but not limited to, the development and maintenance of data sharing services that benefit the public.
The Cooperative's membership is open to all individuals, organizations, and entities who pay into the cooperative to use its data sharing services. Membership is not conditioned on any financial contribution beyond usage fees, and users have equal voting rights regardless of their level of usage.
Members have the following rights and responsibilities:
a. The right to participate in decision-making processes, including voting on key matters affecting the Cooperative and specifically voting to prioritize the Cooperative's software feature development roadmap. b. The responsibility to use the software services responsibly and in accordance with the Cooperative's terms and policies. c. The right to access and use the software services provided by the Cooperative. d. The responsibility to contribute to the Cooperative's success, including participating in feedback, testing, and bug reporting. e. The right to access and review the financial records and reports of the Cooperative.
Prioritization of the Cooperative's software feature development roadmap shall be democratically managed by its members. With each member having one vote, regardless of their level of usage.
The Cooperative is governed by a Board of Directors with at least two Directors elected by the membership. The Board shall consist of at least 7 members and no more than 13 members. Board members shall serve staggered terms, and each member shall serve for a term of 2 years.
Board meetings are held four times per year and general member meetings shall be held at least twice per year. Special meetings may be called by the Board or upon a petition signed by 51% of the membership.
The Cooperative shall maintain its 501(c)3 nonprofit status. All funds generated shall be used for the benefit of the Cooperative and the furtherance of its charitable and educational purposes. At the discretion of the Board of Directors, the Cooperative may distribute some portion of its profits as dividends to members.
The Cooperative may raise funds through donations, grants, membership dues, or other means in compliance with applicable laws and regulations.
The Cooperative shall maintain accurate and transparent financial records and provide annual financial reports to its members.
Amendments to these bylaws may be proposed by any member and shall be discussed and voted upon by the membership. A two-thirds majority vote of the members present at a general meeting is required to approve an amendment.
In the event that the Cooperative decides to dissolve, its remaining assets shall be distributed to one or more nonprofit organizations with similar purposes, as determined by the membership.
Board members and officers of the Cooperative shall avoid any conflicts of interest and shall act in the best interest of the Cooperative and its members.
These bylaws shall be governed by and construed in accordance with the laws of the [State] and the United States.
These bylaws shall become effective immediately upon approval by a two-thirds majority vote of the membership.
We, the undersigned, hereby adopt these bylaws as the governing rules of Source Cooperative on this [date].
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